ASSET PURCHASE AGREEMENT
                            ------------------------


THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and is entered into this
_____  day  of ___________________, 2000, by, between and among POMEROY COMPUTER
RESOURCES,  INC.,  a  Delaware  corporation  ("Purchaser No. 1"), POMEROY SELECT
INTEGRATION SOLUTIONS, INC. ("Purchaser No. 2"), DATANET, INC., a North Carolina
corporation  ("DataNet"),  DATANET  TECHNICAL  SERVICES,  LLC,  a North Carolina
limited  liability  company  ("DTS"),  DATANET  TANGIBLE  PRODUCTS, LLC, a North
Carolina  limited  liability  company  ("DTP"),  and DATANET PROGRAMMING, LLC, a
North  Carolina  limited  liability  company  ("DP")  (DataNet,  DTS, DTP and DP
hereinafter  referred  to  collectively as the "Sellers" and individually as the
"Seller"),  RICHARD  STITT  ("R.  Stitt"),  GREGORY  STITT ("G. Stitt"), JEFFREY
EACHO  ("J. Eacho") and RICHARD WASHINGTON ("R. Washington")(R. Stitt, G. Stitt,
J.  Eacho  and  R.  Washington  hereinafter  referred  to  collectively  as  the
"Shareholders"  and  individually  as  the  "Shareholder").

                              W I T N E S S E T H :

WHEREAS, DataNet is a full service provider of a variety of computer service and
support  solutions  to  large and medium size commercial, governmental and other
professional customers throughout the Raleigh, North Carolina Metropolitan area;
and

WHEREAS,  Shareholders are the owners of Three Thousand Five Hundred Ninety-Nine
(3,599)  shares  of  the  outstanding  stock  of  DataNet,  in  the  following
proportions:  R.  Stitt  -  2774  shares,  G. Stitt - 375 shares, J. Eacho - 375
shares  and R. Washington - 75 shares, which stock constitutes substantially all
of  the  outstanding  stock  of  Seller;  and

WHEREAS, DataNet owns One Hundred Percent (100%) of all the membership interests
in  DTS,  DTP  and  DP,  which  entities  provide certain technical, selling and
programming  services,  respectively,  for  DataNet.

WHEREAS,  Purchaser  No.  1  is in the business of marketing and selling a broad
range  of  microcomputers  and  related  products including equipment selection,
procurement  and  configuration;  and

WHEREAS,  Purchaser  No.  2,  a wholly-owned subsidiary of Purchaser No. 1, is a
single  source  provider  of  integrated desktop management and network services
including  life  cycle services, internetworking services,  and end user support
services;  and


<PAGE>
WHEREAS,  Purchaser  No. 1 desires  to  purchase  certain  of the  assets of the
Sellers  used in their  business  of  marketing  and  selling  a broad  range of
microcomputers and related products including equipment  selection,  procurement
and  configuration  ("Business No. 1") and assume certain of the  liabilities of
the Sellers in  connection  with  Business No. 1 and  Purchaser No. 2 desires to
purchase certain of the assets of the Sellers used in their  integrated  desktop
management and network services  business  ("Business No. 2") and assume certain
of the liabilities of the Sellers in connection with Business No. 2; and Sellers
desire to sell certain of such assets, subject to such liabilities, but only (i)
upon the terms and subject to the conditions set forth in this  Agreement,  (ii)
the representations,  warranties,  covenants,  indemnifications,  assurances and
undertakings  of each  Seller,  each  Shareholder  and of  Purchaser  No.  1 and
Purchaser No. 2 contained in this Agreement,  (iii) the agreement of each Seller
to refrain from  competition  with  Purchaser No. 1 and Purchaser No. 2 for five
(5) years from the Closing of this  transaction,  (iv) the agreement of R. Stitt
to refrain  from  competition  for the later of five (5) years from the  Closing
Date or one (1) year after the  termination of his employment with Purchaser No.
1 pursuant to and in accordance  with, the terms of his Employment  Agreement to
be executed upon Closing,  and (v) the  agreements of G. Stitt,  J. Eacho and R.
Washington to refrain from competition for the later of three (3) years from the
Closing Date or one (1) year after the  termination  of each of said  respective
individual's  employment with Purchaser No. 1 pursuant to and in accordance with
the terms of his respective Employment Agreement to be executed upon Closing.

NOW,  THEREFORE, in consideration of the above premises and the mutual promises,
covenants,  agreements,  representations  and  warranties  herein contained, the
parties  hereto  agree  as  follows:


                                       1.
                                   DEFINITIONS
                                   -----------

1.1  Affiliate. "Affiliate" shall have the meaning ascribed to such term in Rule
     ---------
     405 promulgated under the Securities Act of 1933, as amended.

1.2  Assumed  Liabilities  No  1.  The  "Assumed  Liabilities  No.  1"  are  the
     ---------------------------
     liabilities  of each Seller  assumed or paid at Closing by Purchaser  No. 1
     pursuant to Section 3.1 of this Agreement.

1.3  Assumed  Liabilities  No  2.  The  "Assumed  Liabilities  No.  2"  are  the
     ---------------------------
     liabilities  of each Seller  assumed or paid at Closing by Purchaser  No. 2
     pursuant to Section 3.2 of this Agreement.

1.4  Balance Sheet.  The "Balance Sheet" is the audited balance sheet of DataNet
     -------------
     as of December 31, 1999, included as part of the Financial Statements.


<PAGE>
1.5  Closing.  The  "Closing"  shall  be the  consummation  of the  transactions
     -------
     contemplated under this Asset Purchase Agreement.

1.6  Closing Date. The "Closing Date" shall be as of 9:00 a.m., E.D.T., July 28,
     ------------
     2000.

1.7  Code.  The "Code" is the  Internal  Revenue  Code of 1986,  as amended,  26
     ----
     U.S.C. 1 et seq.
              ------

1.8  Court. A "Court" is any federal,  state,  municipal,  domestic,  foreign or
     -----
     other  governmental  tribunal or an arbitrator or person with similar power
     or authority.

1.9  Disclosure Schedule.  The "Disclosure  Schedule" is the Disclosure Schedule
     -------------------
     dated the date of this  Agreement and delivered by each Seller to Purchaser
     No. 1 and Purchaser No. 2, respectively.

1.10 Encumbrance.   An  "Encumbrance"  is  any  security   interest,   lien,  or
     -----------
     encumbrance whether imposed by agreement,  understanding, law or otherwise,
     on any of Purchased  Assets No. 1 and/or Purchased Assets No. 2 (as defined
     herein).

1.11 Excluded Assets. An "Excluded Asset" is any asset set forth in Section 2.4.
     ---------------

1.12 Financial Statements.  The "Financial Statements" are the audited financial
     --------------------
     statements  of DataNet for the year ended  December 31, 1999,  to be issued
     after the Closing of this transaction, including any and all notes thereto,
     and the  unaudited  financial  statements  of DTS,  DTP and DP for the year
     ended  December  31, 1999,  including  any and all notes  thereto,  and the
     unaudited  financial  statements of DataNet for the year ended December 31,
     1998, including any and all notes thereto.

1.13 Funded  Debt of  Business  No. 1.  "Interest  Bearing  Debt" of each Seller
     --------------------------------
     related to Business No. 1 as reflected on the Pro Forma  Balance  Sheet No.
     1.

1.14 Funded  Debt of  Business  No. 2.  "Interest  Bearing  Debt" of each Seller
     --------------------------------
     related to Business No. 2 as reflected on the Pro Forma  Balance  Sheet No.
     2.

1.15 Governmental  Entity. A "Governmental  Entity" is any Court or any federal,
     --------------------
     state,  municipal,   domestic,  foreign  or  other  administrative  agency,
     department,  commission,  board, bureau or other governmental  authority or
     instrumentality.

1.16 Knowledge of Any Seller and Shareholders or Sellers' Knowledge.  "Knowledge
     --------------------------------------------------------------
     of Seller and  Shareholders  and/or Sellers'  Knowledge"  shall mean actual
     knowledge of any Shareholder or Member.


                                      -3-
<PAGE>
1.17 "Members" or "Member"  shall mean DataNet,  Inc.,  the owner of 100% of the
     membership interest of DTS, DTP and DP.

1.18 Net Asset Amount No. 1. "Net Asset Amount No. 1" shall have the meaning set
     ----------------------
     forth in Section 5.1.

1.19 Net Asset Amount No. 2. "Net Asset Amount No. 2" shall have the meaning set
     ----------------------
     forth in Section 5.1.

1.20 1999 NPBT. The net profit before taxes of DataNet for the period commencing
     ---------
     January 1, 1999 and ending  December 31, 1999, as set forth in Section 5.2.
     The  determination  of the 1999  NPBT of  DataNet  shall be  determined  in
     accordance with the provisions set forth in Section 5.2.

1.21 NPBT.  The net profit  before  taxes of Purchaser  No. 1's  Raleigh,  North
     ----
     Carolina  Division and Purchaser No. 2's Raleigh,  North Carolina  Division
     for the applicable period as set forth in Section 4.6. The determination of
     NPBT shall be  determined in accordance  with the  provisions  set forth in
     Section 4.6.

1.22 Person. Any natural person, firm,  partnership,  association,  corporation,
     ------
     company,  limited liability company,  limited partnership,  trust, business
     trust, governmental authority or other entity.

1.23 Pro Forma  Balance  Sheet No. 1. The "Pro Forma Balance Sheet No. 1" is the
     -------------------------------
     balance  sheet of each  Seller  prepared  as  described  in Section 5.1 and
     adjusted  for  Excluded  Assets of each  Seller  and  Excluded  Liabilities
     relating to Business No. 1 of each Seller as of the Closing Date.

1.24 Pro Forma  Balance  Sheet No. 2. The "Pro Forma Balance Sheet No. 2" is the
     -------------------------------
     balance  sheet of each  Seller  prepared  as  described  in Section 5.1 and
     adjusted  for  Excluded  Assets of each  Seller  and  Excluded  Liabilities
     relating to Business No. 2 of each Seller as of the Closing Date.

1.25 Purchase Price No. 1. The "Purchase Price No. 1" is the total consideration
     --------------------
     paid by Purchaser  No. 1 to each Seller for  Purchased  Assets No. 1 as set
     forth in Sections 4.1 and 4.6.

1.26 Purchase Price No. 2. The "Purchase Price No. 2" is the total consideration
     --------------------
     paid by Purchaser  No. 2 to each Seller for  Purchased  Assets No. 2 as set
     forth in Sections 4.1(f), 4.2 and 4.6


                                        -4-
<PAGE>
1.27 Purchased Assets No. 1. The "Purchased Assets No. 1" are the assets of each
     ----------------------
     Seller, used in Business No. 1, acquired by Purchaser No. 1 pursuant to the
     terms of this Agreement.

1.28 Purchased Assets No. 2. The "Purchased Assets No. 2" are the assets of each
     ----------------------
     Seller, used in Business No. 2, acquired by Purchaser No. 2 pursuant to the
     terms of this Agreement.

1.29 DataNet's Accountant. "DataNet's Accountant" shall mean Dixon Odom, PLLC.
     --------------------

1.30 December 31st  Pro-Forma  Balance Sheet No. 1. The "December 31st Pro-Forma
     ---------------------------------------------
     Balance  Sheet No. 1" is the  unaudited  balance  sheet of each Seller on a
     consolidated basis adjusted for Excluded Assets of each Seller and Excluded
     Liabilities  relating to Business  No. 1 of each Seller as of December  31,
     1999.

1.31 December 31st  Pro-Forma  Balance Sheet No. 2. The "December 31st Pro-Forma
     ---------------------------------------------
     Balance  Sheet No. 2" is the  unaudited  balance  sheet of each Seller on a
     consolidated basis adjusted for Excluded Assets of each Seller and Excluded
     Liabilities  relating to Business  No. 2 of each Seller as of December  31,
     1999.

1.32 Tax or Taxes.  Any  federal,  state,  provincial,  local,  foreign or other
     ------------
     income, alternative, minimum, any taxes under Section 1374 of the Code, any
     taxes  under  Section  1375 of the  Code,  accumulated  earnings,  personal
     holding company,  franchise,  capital stock, net worth,  capital,  profits,
     windfall  profits,  gross  receipts,  value added,  sales,  use,  goods and
     services,   excise,  customs  duties,   transfer,   conveyance,   mortgage,
     registration,   stamp,   documentary,    recording,   premium,   severance,
     environmental,  including  taxes  under  Section  59A  of the  Code),  real
     property,  personal property,  ad valorem,  intangibles,  rent,  occupancy,
     license, occupational, employment, unemployment insurance, social security,
     disability,  workers'  compensation,  payroll,  health  care,  withholding,
     estimated  or other  similar  tax,  duty or other  governmental  charge  or
     assessment or  deficiencies  thereof  (including all interest and penalties
     thereon and additions thereto whether disputed or not).

1.33 Tax  Return.  A "Tax  Return"  is a  report,  return  or other  information
     -----------
     required to be supplied to a Governmental  Entity in connection  with Taxes
     including,  where permitted or required,  combined or consolidated  returns
     for any group of entities that includes any of the Sellers.


                                        -5-
<PAGE>
                                        2.
                                      TERMS
                                      -----

2.1  Agreement.
     ---------

     Each  Seller  agrees to sell and convey to  Purchaser  No. 1 the  Purchased
     Assets No. 1 as hereinafter  set forth in Section 2.2 owned by such entity.
     Each  Seller  agrees to sell and convey to  Purchaser  No. 2 the  Purchased
     Assets No. 2 as hereinafter  set forth in Section 2.3 owned by such entity.
     Purchaser No. 1 agrees to purchase the Purchased Assets No. 1 and Purchaser
     No. 2 agrees to purchase  the  Purchased  Assets No. 2. The  agreements  of
     Purchaser  No.  1  and  Purchaser  No.  2 and  each  Seller  are  expressly
     conditioned  upon the terms,  conditions,  covenants,  representations  and
     warranties as hereinafter set forth.


2.2  Assets  to  be  Sold  by  Each  Seller and Purchased by Purchaser No. 1.
     -----------------------------------------------------------------------

     At the Closing of this  Agreement,  Purchaser No. 1 shall purchase and each
     Seller  shall sell all the assets of such Seller  used in  Business  No. 1,
     except for the Excluded  Assets  relating to Business No. 1. The  Purchased
     Assets No. 1 shall include, but not be limited to:

     (a)  The tangible personal property and assets of each Seller of every kind
          and description,  real, personal or mixed,  wherever located,  used in
          Business  No. 1,  including  without  limitation,  all such  assets as
          reflected  on the  December  31,  1999 Pro Forma  Balance  Sheet No. 1
          (excepting  those  assets  disposed  of, and  including  those  assets
          acquired,  in the  ordinary  course of business  since the date of the
          December 31, 1999 Pro Forma Balance Sheet No. 1).

     (b)  All intangible  assets of each Seller which are used in Business No. 1
          of  Sellers,   including  without  limitation,  all  purchase  orders,
          contract  rights and  agreements,  work in  process,  customer  lists,
          supplier agreements,  patents, trademarks and service marks (including
          the goodwill  associated with the marks),  office  supplies,  computer
          programs, claims of each Seller, the right to use of the corporate and
          trade names of or used by each Seller, or any derivative  thereof,  as
          all or part of a corporate or trade name;

     (c)  All  investment  securities,  cash and cash  equivalents  and customer
          notes receivable relating to Business No. 1;

     (d)  All  inventory  of  Business  No. 1 which  shall be valued on a moving
          average basis at the lower of cost of  acquisition,  less any trade or
          cash discounts, or market;


                                       -6-
<PAGE>
     (e)  All accounts  receivable and vendor  receivables  relating to Business
          No. 1;

     (f)  Certain vehicles of each Seller set forth on attached Exhibit A;

     (g)  All prepaid  expenses  applicable to Business No. 1, including but not
          limited to all prepaid software licenses;

     (h)  All vendor rebates, spiff money, retainage amounts under any contracts
          and any customer deposits relating to Business No. 1;

     (i)  All distribution  contracts and authorizations of each Seller relating
          to Business No. 1;

     (j)  All base artwork,  photo materials,  plates (if owned by such Seller),
          separations  and  other  materials  that are used by such  Seller  for
          printing   brochures   and   promotional   materials   including   all
          intellectual property rights therein relating to Business No. 1;

     (k)  The assignment of any telephone numbers used in Business No. 1 of each
          Seller;

     (l)  The entire  right,  title,  benefit  and  interest  of each Seller now
          existing or hereafter arising,  in or to all indemnities,  guaranties,
          warranties,  claims and choses of action of each Seller  against other
          parties with respect to  Purchased  Assets No. 1,  including by way of
          example and not limitation,  any rights under  insurance  policies and
          any other rights thereunder, but only with respect to Purchased Assets
          No. 1;

     (m)  Each Seller's rights under the agreements set forth in Schedule 2.2(m)
          with respect to the parties set forth therein,  pursuant to which such
          parties  agreed  not  to  disclose,  use  or  communicate  information
          regarding such parties' business (which is part of Business No. 1) and
          not to engage in certain activities competitive with Business No. 1.

     (n)  All other fees,  assets,  property,  business and going concern value,
          and rights of each Seller  (including  the rights  under  covenants or
          agreements not to disclose confidential information or not to compete,
          if any) and rights under the  respective  asset  purchase  agreements,
          stock purchase  agreements or other  documents set forth on Disclosure
          Schedule 2.2(n) (and related documents)  pursuant to which such Seller
          acquired  certain  of the  assets  of the  parties  set  forth in such
          Disclosure Schedule.


                                       -7-
<PAGE>
2.3  Assets  to  be  Sold  by  Each  Seller and Purchased by Purchaser No. 2.
     -----------------------------------------------------------------------

     At the Closing of this  Agreement,  Purchaser No. 2 shall purchase and each
     Seller  shall sell all the assets of such Seller  used in  Business  No. 2,
     except for the Excluded  Assets  relating to Business No. 2. The  Purchased
     Assets No. 2 shall include, but not be limited to:

     (a)  The tangible personal property and assets of each Seller of every kind
          and description,  real, personal or mixed,  wherever located,  used in
          Business  No. 2,  including  without  limitation,  all such  assets as
          reflected  on the  December  31,  1999 Pro Forma  Balance  Sheet No. 2
          (excepting  those  assets  disposed  of, and  including  those  assets
          acquired,  in the  ordinary  course of business  since the date of the
          December 31, 1999 Pro Forma Balance Sheet No. 2).

     (b)  All intangible  assets of each Seller which are used in Business No. 2
          of the Sellers,  including  without  limitation,  all purchase orders,
          contract  rights and  agreements,  work in  process,  customer  lists,
          supplier agreements,  patents, trademarks and service marks (including
          the goodwill  associated with the marks),  office  supplies,  computer
          programs, claims of each Seller, the right to use of the corporate and
          trade names of or used by each Seller, or any derivative  thereof,  as
          all or part of a corporate or trade name;

     (c)  All  investment  securities,  cash and cash  equivalents  and customer
          notes receivable relating to Business No. 2;

     (d)  All  inventory  of  Business  No. 2 which  shall be valued on a moving
          average basis at the lower of cost of  acquisition,  less any trade or
          cash discounts, or market;

     (e)  All accounts  receivable and vendor  receivables  relating to Business
          No. 2;

     (f)  Certain vehicles of each Seller set forth on attached Exhibit A-1;

     (g)  All prepaid  expenses  applicable to Business No. 2, including but not
          limited to all prepaid software licenses;

     (h)  All of each  Seller's  fixed  rate  contracts  and time  and  material
          contracts relating to Business No. 2;


                                        -8-
<PAGE>
     (i)  All vendor rebates, spiff money, retainage amounts under any contracts
          and any customer deposits relating to Business No. 2;

     (j)  All of each Seller's service contracts relating to Business No. 2;

     (k)  All distribution  contracts and authorizations of each Seller relating
          to Business No. 2;

     (l)  All base artwork,  photo materials,  plates (if owned by such Seller),
          separations  and  other  materials  that are used by each  Seller  for
          printing   brochures   and   promotional   materials   including   all
          intellectual property rights therein relating to Business No. 2;

     (m)  The assignment of any telephone numbers used in Business No. 2 of each
          Seller;

     (n)  The entire  right,  title,  benefit  and  interest  of each Seller now
          existing or hereafter arising,  in or to all indemnities,  guaranties,
          warranties,  claims and choses of action of each Seller  against other
          parties with respect to  Purchased  Assets No. 2,  including by way of
          example and not limitation,  any rights under  insurance  policies and
          any other rights thereunder, but only with respect to Purchased Assets
          No. 2;

     (o)  Each Seller's rights under the agreements set forth in Schedule 2.3(o)
          with respect to the parties set forth therein,  pursuant to which such
          parties  agreed  not  to  disclose,  use  or  communicate  information
          regarding such parties' business (which is part of Business No. 2) and
          not to engage in certain  activities  competitive with Business No. 2;
          and

     (p)  All other fees,  assets,  property,  business and going concern value,
          and rights of each Seller  (including  the rights  under  covenants or
          agreements not to disclose confidential information or not to compete,
          if any) and rights under the  respective  asset  purchase  agreements,
          stock purchase  agreements or other  documents set forth on Disclosure
          Schedule 2.3(p) (and related documents)  pursuant to which such Seller
          acquired  certain  of the  assets  of the  parties  set  forth in such
          Disclosure Schedule.

2.4  Excluded  Assets.
     ----------------

     The Excluded Assets are set forth on Exhibit B hereto.


                                       -9-
<PAGE>
2.5  Lease  Agreements.
     -----------------

     Each Seller,  singly and/or  jointly,  is/are the  lessee(s)  under certain
     lease  agreements  calling  for  payments of more than  $5,000.00  per year
     covering the following real and personal properties:

     (i)  None

     At the Closing,  each Seller and  Purchaser  No. 1 or Purchaser No. 2 shall
     execute necessary  documentation for the assignment of these leases and all
     of each  Seller's  right and interest  thereunder to Purchaser No. 1 and/or
     Purchaser  No. 2, as agreed upon by the parties and, at the  Closing,  each
     Seller shall assign all its  respective  rights and interest in said leases
     to Purchaser No. 1 and/or  Purchaser No. 2, as applicable.  Purchaser No. 1
     and Purchaser  No. 2 agree to indemnify and hold each Seller  harmless from
     any liability with respect to the aforementioned leases occurring after the
     Closing  Date  which is  assumed  by such  party.  To the  extent  that the
     assignment of any lease shall require the consent of other parties thereto,
     this Agreement  shall not constitute an assignment  thereof and each Seller
     shall obtain any such necessary consents or assignments by the Closing,  or
     as reasonably possible after the Closing.


                                       -10-
<PAGE>
2.6  Instruments  of  Transfer.
     -------------------------

     Except as otherwise  provided herein, at Closing,  each Seller will deliver
     to Purchaser No. 1 and Purchaser No. 2,  respectively,  such bills of sale,
     endorsements,  assignments  and other good and  sufficient  instruments  of
     transfer and  assignment  as shall be effective to vest in Purchaser  No. 1
     and  Purchaser  No. 2, as  applicable,  good title and  interest  in and to
     Purchased  Assets No. 1 and  Purchased  Assets No. 2,  respectively.  At or
     after the  Closing,  and without  further  consideration,  each Seller will
     execute and deliver to Purchaser No. 1 and Purchaser No. 2, as  applicable,
     such further  instruments  of  conveyance  and transfer and take such other
     action as Purchaser No. 1 and/or Purchaser No. 2 may reasonably  request in
     order to more  effectively  convey and transfer to  Purchaser  No. 1 and/or
     Purchaser No. 2, as  applicable,  any of the Purchased  Assets No. 1 and/or
     Purchased  Assets No. 2 or for  aiding and  assisting  and  collecting  and
     reducing to possession and  exercising  rights with respect  thereto.  Each
     Seller  and  Shareholder  agree to use their  best  efforts  to obtain  and
     deliver  to  Purchaser  No. 1 and  Purchaser  No.  2, as  applicable,  such
     consents,  approvals,  assurances  and  statements  from  third  parties as
     Purchaser No. 1 and Purchaser No. 2, as applicable,  may reasonably require
     in a form  reasonably  satisfactory to Purchaser No. 1 and Purchaser No. 2.
     In addition to the  foregoing,  each Seller will deliver to Purchaser No. 1
     and Purchase No. 2, as  applicable,  the originals or copies of all of such
     Seller's books,  records and other data relating to Purchased  Assets No. 1
     and Purchased  Assets No. 2,  respectively;  and  simultaneously  with such
     delivery,  each Seller  shall take all such acts as may be necessary to put
     Purchaser No. 1 in actual  possession,  and operating  control of Purchased
     Assets No. 1 and put  Purchaser No. 2 in actual  possession,  and operating
     control  of  Purchased  Assets  No. 2. Each  Seller  shall  cooperate  with
     Purchaser No. 1 and Purchaser No. 2 to permit such parties, if possible, to
     enjoy such Seller's ratings and benefits under workmen's  compensation laws
     and unemployment compensation laws to the extent permitted by such laws.

2.7  Instruments  Giving  Certain  Powers  and  Rights.
     -------------------------------------------------

     At the Closing,  each Seller shall, by appropriate  instrument,  constitute
     and  appoint  Purchaser  No.  1  and  Purchaser  No.  2,  their  respective
     successors  and assigns,  the true and lawful  attorney of each Seller with
     full power of substitution, in the name of Purchaser No. 1 and/or Purchaser
     No. 2, as applicable,  or the name of such Seller, on behalf of and for the
     benefit of Purchaser No. 1 and Purchaser No. 2, as  applicable,  to collect
     all accounts  receivable  and/or vendor  receivables  and other items being
     transferred  and assigned to  Purchaser  No. 1 and/or  Purchaser  No. 2, as


                                       -11-
<PAGE>
     applicable,  as provided herein, to endorse,  without recourse, any and all
     checks in the name of each  Seller the  proceeds of which  Purchaser  No. 1
     and/or  Purchaser  No. 2, as  applicable,  is  entitled  to  hereunder,  to
     institute  and  prosecute,  in the name of such  Seller or  otherwise,  all
     proceedings  which  Purchaser No. 1 and/or  Purchaser No. 2, as applicable,
     may deem proper in order to collect,  assert or enforce any claim, right or
     title of any kind in or to Purchased  Assets No. 1 and/or  Purchased Assets
     No. 2, as applicable,  to defend and compromise any and all actions,  suits
     and  proceedings  in  respect  of any of  Purchased  Assets  No.  1  and/or
     Purchased  Assets No. 2, as applicable,  and to do all such acts and things
     in  relation  thereto as such  party may deem  advisable.  Purchaser  No. 1
     and/or  Purchaser  No. 2, as  applicable,  shall  provide  such Seller with
     notice of any collection  action(s)  instituted by it under this provision.
     Each Seller agrees that the  foregoing  powers are coupled with an interest
     and shall be  irrevocable by such Seller,  directly or  indirectly,  by the
     dissolution of such Seller or in any manner or for any reason.  Each Seller
     further agrees that Purchaser No. 1 and/or  Purchaser No. 2, as applicable,
     shall retain for its own respective  account any amounts collected pursuant
     to the foregoing powers, and each Seller shall pay or transfer to Purchaser
     No.1 and/or  Purchaser  No. 2, as  applicable,  if and when  received,  any
     amounts which shall be received by such Seller after the Closing in respect
     of any such receivables or other assets, properties,  rights or business to
     be transferred  and assigned to Purchaser No. 1 and/or  Purchaser No. 2, as
     provided herein.  Each Seller further agrees that, at any time or from time
     to time after the Closing,  it will,  upon the request of  Purchaser  No. 1
     and/or  Purchaser  No.  2  and  at  such  Seller's  expense,  do,  execute,
     acknowledge and deliver, or will cause to be done,  executed,  acknowledged
     or delivered,  all such further  reasonable acts,  assignments,  transfers,
     powers of  attorney  or  assurances  as may be required in order to further
     transfer,  assign,  grant,  assure and  confirm to  Purchaser  No. 1 and/or
     Purchaser No. 2, as  applicable,  or to aid and assist in the collection or
     granting  of  possession  by  Purchaser  No. 1 and/or  Purchaser  No. 2, as
     applicable,  of any of the  Purchased  Assets  No. 1 and/or  the  Purchased
     Assets No. 2, or to vest in Purchaser  No. 1 good and  marketable  title to
     Purchased  Assets No. 1 and to vest in Purchaser No. 2 good and  marketable
     title to Purchased Assets No. 2.

     To the extent that any assignment does not result in a complete transfer of
     the  contracts to Purchaser No. 1 and/or  Purchaser  No. 2, as  applicable,
     because of a provision in any contract against such Seller's  assignment of
     any its right thereunder,  each Seller shall cooperate with Purchaser No. 1
     and Purchaser No. 2 in any  reasonable  manner  proposed by Purchaser No. 1
     and/or  Purchaser No. 2, as applicable,  to complete the acquisition of the
     contracts and such Seller's rights,  benefits and privileges  thereunder in
     order to  fulfill  and  carry  out such  Seller's  obligations  under  this
     Agreement.  Such additional action may include,  but is not limited to: (i)
     entering into a subcontract  between such Seller and Purchaser No. 1 and/or
     Purchaser  No. 2, as  applicable,  which  allows such party to perform such
     Seller's  duties under such  contracts and to enforce such Seller's  rights


                                       -12-
<PAGE>
     thereunder;  (ii)  the sale of  DataNet  stock  owned  by the  Shareholders
     (and/or  the  membership  interest  in DTS,  DTP or DP owned by DataNet) to
     Purchaser No. 1 and/or  Purchaser No. 2, as  applicable,  on terms to which
     all parties may mutually agree in good faith to allow such party to operate
     such  Seller as a wholly or  partially-owned  subsidiary  or  affiliate  to
     enforce the contracts;  or (iii) entering into a new multi-party  agreement
     with such customers which allows Purchaser No. 1 and/or Purchaser No. 2, as
     applicable,  to perform such Seller's obligations and enforce such Seller's
     rights under the contracts.



                                        3.
                            ASSIGNMENT OF LIABILITIES
                            -------------------------

3.1  Liabilities  to  be  Paid  Off at Closing or Assumed by Purchaser No. 1.
     -----------------------------------------------------------------------

     A.   At the Closing,  Purchaser No. 1 shall assume and pay off or discharge
          when due (and secure the  release of each  Seller and any  Shareholder
          from any and all personal  liability or guaranty  with respect to such
          obligation), the following:

          (i)  Sellers'  obligations  to Branch  Banking  and Trust Co.  under a
               floor plan credit facility, the outstanding amount of which is on
               the  December  31, 1999 Pro Forma  Balance  Sheet,  and as of the
               present  date is  $-0-,  which  floor  plan  credit  facility  is
               collateralized  by a security  interest  in each of the  Seller's
               assets.

     The Assumed  Liabilities to be paid off as set forth in Section 3.1 A. (i),
     as may be incurred,  increased or decreased since the December 31, 1999 Pro
     Forma  Balance  Sheet  No.  1 to the Pro  Forma  Balance  Sheet  No.  1 for
     operations  in the  ordinary  course of business  or any other  transaction
     permitted by this  Agreement,  and subject to the  satisfaction  of the Net
     Asset  Amount  No. 1  requirement  set  forth in  Section  4.1(d) as of the
     Closing Date.

     It is the  intent  of the  parties  that  Purchaser  No. 1 shall pay off at
     Closing,  or assume and pay off or discharge  when due, all  obligations of
     each  Seller  set forth in  Section  3.1 A above for which any  Shareholder
     (and/or  Member) has personal  liability  and Purchaser No. 1 agrees to use
     its best  efforts to secure the release of any  Shareholder  or Member from
     such liability  after the Closing if such releases are not secured prior to
     Closing.


                                        -13-
<PAGE>
     B.   All of the trade accounts  payable of the Sellers relating to Business
          No. 1 incurred  in the  ordinary  course of business  consistent  with
          Sellers'  prior  practices,  the  outstanding  amount of which totaled
          3,172,141 in the aggregate, on the December 31, 1999 Pro Forma Balance
          Sheet No. 1, and as may be incurred,  increased or decreased since the
          December  31,  1999 Pro  Forma  Balance  Sheet  No. 1 to the Pro Forma
          Balance Sheet No. 1 for operations in the ordinary  course of business
          or any other  transaction  provided by this Agreement,  and subject to
          the  satisfaction  of the Net Asset Amount No. 1 requirement set forth
          in Section 4.1(d) as of the Closing Date.

3.2  Liabilities to be Paid Off at Closing or Assumed by Purchaser No. 2.
     --------------------------------------------------------------------

     At the Closing,  Purchaser No. 2 shall assume and pay off or discharge when
     due (and  secure the  release of each  Seller and any  Shareholder  (and/or
     Member)  from any and all personal  liability  or guaranty  with respect to
     such obligation), the following:

     A.   (i)       DataNet's obligation to Branch Banking and Trust Co. under a
                    vehicle  loan,  the  outstanding  amount  of which is on the
                    December  31,  1999  Pro  Forma   Balance  Sheet  No.  1  is
                    $37,400.00,  and as of the Closing  Date is  $_____________,
                    which is  collateralized  by a security  interest in certain
                    vans owned by Seller(s);

     B.   All  of  the  trade  accounts  payable  of  the  Sellers  relating  to
          Business No. 2 incurred in the ordinary course of business  consistent
          with Sellers' prior practices, the outstanding amount of which totaled
          244,156 in the  aggregate,  on the December 31, 1999 Pro Forma Balance
          Sheet No. 2; and as may be incurred,  increased or decreased since the
          December  31,  1999 Pro  Forma  Balance  Sheet  No. 2 to the Pro Forma
          Balance Sheet No. 2 for operations in the ordinary  course of business
          or any other  transaction  provided by this Agreement,  and subject to
          the  satisfaction  of the Net Asset Amount No. 2 requirement set forth
          in Section 4.2(d) as of the Closing Date.

3.3  Executory  Contracts  to  be  Assumed  by  Purchaser  No.  1.
     ------------------------------------------------------------

     At the Closing, Purchaser No. 1 shall assume and pay, perform and discharge
     when due the following:

     (i)  All of the  obligations  and  liabilities of each Seller arising after
          the Closing under the contracts described in Section 2.2.

     (ii) All future  liabilities  for merchandise in transit FOB shipping point
          relating to Business No. 1 which has not been received  and/or entered
          into inventory by such Seller and for which no bill has been posted by
          such Seller as of the Closing.


                                       -14-
<PAGE>
3.4  Executory  Contracts  to  be  Assumed  by  Purchaser  No.  2.
     ------------------------------------------------------------

     At the Closing, Purchaser No. 2 shall assume and pay, perform and discharge
     when due the following:

     (i)  All of the  obligations  and  liabilities of each Seller arising after
          the Closing under the contracts described in Section 2.3.

     (ii) All future  liabilities  for merchandise in transit FOB shipping point
          relating to Business No. 2 which has not been received  and/or entered
          into inventory by each Seller and for which no bill has been posted by
          such Seller as of the Closing.

3.5  Excluded  Liabilities.
     ---------------------

     Notwithstanding anything in this Agreement to the contrary, Purchaser No. 1
     and Purchaser No. 2 shall not assume or become  responsible  for any claim,
     liability or obligation of any nature whatsoever, whether known or unknown,
     accrued,  absolute,  contingent or otherwise (a  "Liability") of any of the
     Sellers except Assumed Liabilities No. 1 and Assumed Liabilities No. 2 that
     are specifically  assumed by such party. Without limiting the generality of
     the foregoing,  the following are included among the  Liabilities of any of
     the Sellers  which  Purchaser  No. 1 and Purchase No. 2 shall not assume or
     become responsible for (unless specifically included as Assumed Liabilities
     No. 1 or Assumed Liabilities No. 2):

     (a)  all Liabilities  for any Taxes whether  deferred or which have accrued
          or may accrue or become due and payable by any of the  Sellers  either
          prior to, on or after the Closing Date, including, without limitation,
          all  Taxes  and fees of a  similar  nature  arising  from the sale and
          transfer  of  Purchased  Assets  No. 1 and  Purchased  Assets No. 2 to
          Purchaser No. 1 and Purchaser No. 2, respectively;

     (b)  all Liabilities and obligations to directors,  officers,  employees or
          agents  of any of the  Sellers,  including,  without  limitation,  all
          Liabilities and obligations for wages, salary,  bonuses,  commissions,
          vacation  (provided that Sellers'  employees that become  employees of
          Purchaser  No.  1  and/or  Purchaser  No.  2 shall be able to take any
          unused vacation days for the current year during the remaining portion
          of the year as part of Purchaser No. 1's and/or  Purchaser No. 2's own
          vacation  program for its employees) or severance pay,  profit sharing
          or pension benefits, and all Liabilities and obligations arising under
          any bonus,  commission,  salary or compensation plans or arrangements,
          whether accruing prior to, on or after the Closing Date;


                                        -15-
<PAGE>
     (c)  all  Liabilities   and   obligations   with  respect  to  unemployment
          compensation  claims and workmen's  compensation claims and claims for
          race, age and sex  discrimination  or sexual  harassment or for unfair
          labor practice based on or arising from occurrences,  circumstances or
          events, or exposure to conditions,  existing or occurring prior to the
          Closing  Date and for which any  claim may be  asserted  by any of the
          Sellers' employees, prior to, on or after the Closing Date;

     (d)  all  Liabilities  of any of the Sellers to third  parties for personal
          injury or damage to  property  based on or arising  from  occurrences,
          circumstances  or events,  or  exposure  to  conditions,  existing  or
          occurring  prior to the  Closing  Date and for  which any claim may be
          asserted by any third party prior to, on or after the Closing Date;

     (e)  all Liabilities and obligations of any of the Sellers arising under or
          by virtue of federal or state  environmental  laws based on or arising
          from occurrences,  circumstances or events, or exposure to conditions,
          existing  or  occurring  prior to the  Closing  Date and for which any
          claim may be asserted prior to, on or after the Closing Date;

     (f)  all  Liabilities  of  any  of  the  Sellers  including  any  costs  of
          attorneys'  fees incurred in  connection  therewith,  for  litigation,
          claims, demands or governmental  proceedings arising from occurrences,
          circumstances  or events,  or  exposure  to  conditions  occurring  or
          existing prior to the Closing Date;

     (g)  all Liabilities  based on any theory of liability or product  warranty
          with respect to any product  manufactured or sold prior to the Closing
          Date and for which any claim may be asserted by any third party, prior
          to, on or after the Closing Date;

     (h)  all attorneys'  fees,  accountants' or auditors' fees, and other costs
          and  expenses  incurred by any of the Sellers  and/or any  Shareholder
          and/or any Member in connection with the negotiation,  preparation and
          performance of this Agreement or any of the transactions  contemplated
          hereby;

     (i)  all  Liabilities of any of the Sellers in connection with the Excluded
          Assets;


                                        -16-
<PAGE>
     (j)  any  Liabilities  of any of the Sellers  with  respect to any options,
          warrants,  agreements or convertible or other rights to acquire shares
          of its capital stock of any class and/or of its  membership  interests
          of any class, respectively;

     (k)  any  Liabilities  of any  of  the  Sellers  incurred  incident  to any
          indemnification  for  breach  of  any   representations,   warranties,
          covenants, or other agreements made by any of the Sellers under any of
          the   asset   purchase,   stock,   reorganization,   or  other   legal
          transaction(s) set forth in Disclosure Schedules 2.2(n) and/or 2.3(p);

     (l)  any  Liabilities  of any of the Sellers  with  respect to any loans or
          advances  made by any  Shareholder,  Member  or any  Affiliate  to any
          Seller;

     (m)  all other debts, Liabilities,  obligations,  contracts and commitments
          (whether  direct or indirect,  known or unknown,  contingent or fixed,
          liquidated or  unliquidated,  and whether now or hereinafter  arising)
          arising out of or relating to the  ownership,  operation or use of any
          of Purchased Assets No. 1 and/or Purchased Assets No. 2 on or prior to
          the Closing  Date or the conduct of the  Business No. 1 of the Sellers
          and/or Business No. 2 of the Sellers prior to the Closing Date, except
          only  for the  liabilities  and  obligations  to be  assumed  or paid,
          performed or  discharged  by Purchaser  No. 1 and/or  Purchaser  No. 2
          constituting Assumed Liabilities No. 1 or Assumed Liabilities No. 2;

     (n)  any Liabilities of any Seller  incurred  incident to the redemption of
          all the issued and outstanding  shares of common stock of the Redeemed
          Shareholders or of the membership interest of the Redeemed Member.

     Each Seller shall pay all of its liabilities not being assumed hereunder by
     Purchaser No. 1 or Purchaser No. 2 within the customary time for payment of
     such  liabilities.

     It is the intent of the parties that upon  Closing,  all  employees of each
     Seller will be  terminated by such parties and Purchaser No. 1 or Purchaser
     No. 2 will extend offers of employment to such individuals.


                                        -17-
<PAGE>
                                         4.
                                CONSIDERATION FOR
                                -----------------
                PURCHASED ASSETS NO. 1 AND PURCHASED ASSETS NO. 2
                -------------------------------------------------

4.1  Purchase  Price  No.  1  for  Purchased  Assets  No.  1.
     -------------------------------------------------------

     Subject  to the other  terms of this  Agreement,  Purchase  Price No. 1 for
     Purchased Assets No. 1 shall be the sum of:

     (a)  Seven Million Eight Hundred  Forty-Four  Thousand  Fifty-Four  Dollars
          ($7,844,054.00);

     (b)  The liabilities assumed or paid off at Closing under Section 3.1; and

     (c)  Any amount that may be paid  pursuant to Section 4.6 that is allocated
          to Purchase Price No. 1.

     The sum of the items contained in Sections 4.1(a),  (b) and (c) above shall
     be adjusted by the amounts  determined  under Sections  4.1(d),  (e) and/or
     (f), as follows:

     (d)  If Net Asset  Amount  No. 1 of all of the  Sellers  on a  consolidated
          basis as of the Closing Date as shown on the Pro Forma  Balance  Sheet
          No.  1 is less  than  $1,928.356.00,  Purchase  Price  No.  1 shall be
          decreased on a dollar-for-dollar  basis to the extent of such deficit.
          If Net Asset  Amount  No. 1 of all of the  Sellers  on a  consolidated
          basis as of the Closing Date as shown on Pro Forma Balance Sheet No. 1
          is greater than $1,928.356.00, Purchase Price No. 1 shall be increased
          on a  dollar-for-dollar  basis  to the  extent  of  such  excess.  The
          determination  of Net Asset  Amount  No. 1 shall be made in the manner
          provided for in Section 5.1 hereof.

     (e)  If the 1999 NBPT of DataNet is less than  $1,898,000.00,  the Purchase
          Price No. 1 and Purchase Price No. 2 (to be allocated according to the
          respective  percentages  determined by the parties) shall be decreased
          on  a   dollar-for-dollar   basis  equal  to  the  difference  between
          1,898,000.00 and such 1999 NBPT. In the event that DataNet's 1999 NPBT
          is greater than 1,898,000.00 in the aggregate, no increase to Purchase
          Price  No. 1 and/or  Purchase  Price  No. 2 shall be made  under  this
          Section 4.1(e). The determination of DataNet's 1999 NPBT shall be made
          in the manner provided for in Section 5.2 hereof.

     (f)  The Purchase  Price No. 1 shall be decreased by the amount of Sellers'
          Funded  Debt  of  Business  No.  1 which  is  assumed  or paid  off by
          Purchaser pursuant to Section 3.1.


                                      -18-
<PAGE>
4.2  Purchase  Price  No.  2  for  Purchased  Assets  No. 2.
     ------------------------------------------------------

     Subject  to the  other  terms of this  Agreement,  the  Purchase  Price for
     Purchased Assets No. 2 shall be the sum of:


     (a)  Three Million Five Hundred Forty-Three Thousand Nine Hundred Forty-Six
          Dollars ($3,543,946.00);

     (b)  The liabilities assumed or paid off at Closing under Section 3.2; and

     (c)  Any amount that may be paid  pursuant to Section 4.6 that is allocated
          to Purchase Price No. 2.

          The sum of the items  contained in Sections  4.2(a),  (b), (c),  above
          shall be adjusted by the amounts  determined  under  Sections  4.2(d),
          and/or (f) and Section 4.1(e), as follows:

     (d)  If Net Asset  Amount  No. 2 of all of the  Sellers  on a  consolidated
          basis as of the Closing Date as shown on the Pro Forma  Balance  Sheet
          No.  2 is less  than  $871,231.00,  Purchase  Price  No.  2  shall  be
          decreased on a dollar-for-dollar  basis to the extent of such deficit.
          If Net Asset  Amount  No. 2 of all of the  Sellers  on a  consolidated
          basis as of the Closing Date as shown on Pro Forma Balance Sheet No. 2
          is greater than  $871,231.00,  Purchase Price No. 2 shall be increased
          on a  dollar-for-dollar  basis  to the  extent  of  such  excess.  The
          determination  of Net Asset  Amount  No. 2 shall be made in the manner
          provided for in Section 5.1 hereof.

     (e)  The  Purchase  Price No. 2 shall be  decreased  by the  portion of any
          deficit in DataNet's  1999 NPBT, if any,  allocated to Purchase  Price
          No. 2 under Section 4.1(e).

     (f)  The Purchase  Price No. 2 shall be decreased by the amount of Sellers'
          Funded  Debt  of  Business  No.  2 which  is  assumed  or paid  off by
          Purchaser No. 2 pursuant to Section 3.2.

4.3  Payment  of  the  Purchase  Price  for  Purchased  Assets  No. 1.
     ----------------------------------------------------------------

     Subject  to  the  conditions,  covenants,  representations  and  warranties
     hereof, at Closing, Purchaser No. 1 shall deliver:


                                        -19-
<PAGE>
     (a)  By certified or bank  cashier's  check or by wire transfer to DataNet,
          the amount of One Million Five Hundred Fifty-One Thousand Five Hundred
          Fifty-Three Dollars and Ninety-Six Cents ($1,551,553.96);

     (b)  By certified or bank cashier's  check or by wire transfer to Lindhorst
          & Dreidame  Co.,  LPA,  and Bailey & Dixon,  the amount of One Hundred
          Seventy-Two  Thousand Two Hundred Dollars  ($172,200.00),  which funds
          shall be held pursuant to the terms of the Escrow  Agreement  attached
          hereto as Exhibit C;


     (c)  By certified or bank  cashier's  check or by wire transfer to DTS, the
          amount of One Hundred Two Thousand Seven Hundred  Fifty-Seven  Dollars
          and Twelve Cents ($102,757.12);

     (d)  By certified or bank  cashier's  check or by wire transfer to DTP, the
          amount of Three  Million  Eight  Hundred  Seventy-Eight  Thousand  Two
          Hundred Eighty-Five Dollars and Sixty-Four Cents ($3,878,285.64);

     (e)  By certified or bank  cashier's  check or by wire  transfer to DP, the
          amount of Seven  Hundred  Sixty-One  Thousand Six Hundred  Fifty-Seven
          Dollars and Sixty-Eight Cents ($761,657.68); and

     (f)  The remaining sum of One Million Three Hundred Seventy-Seven  Thousand
          Six Hundred Dollars  ($1,377,600.00),  as may be adjusted as set forth
          in  Section  5.1,  shall be payable  to DTP  pursuant  to the terms of
          Purchaser No. 1's  subordinated  promissory  note. The note shall bear
          interest at the prime rate of Chase  Manhattan  Bank as of the date of
          Closing.  The  principal of the note shall be payable in two (2) equal
          annual  installments,  with the first principal payment  commencing on
          the  first  annual  anniversary  of the  Closing,  and  the  remaining
          principal  payment being due on the second annual  anniversary date of
          the  Closing.  Interest  on the unpaid  principal  balance of the note
          shall be paid quarterly with the first interest  payment being due and
          payable ninety (90) days from Closing.  Such note and all  obligations
          of Purchaser No. 1 thereunder will be subordinated  and made junior in
          right  of  payment  to the  extent  and in the  manner  provided  in a
          Subordination  Agreement  to be executed  between  Deutsche  Financial
          Services  Company and  Purchaser No. 1 and DTP. A copy of said note is
          attached  hereto  as  Exhibit  D. Such note  shall be  subordinate  to
          Purchaser  No.1's  lender  pursuant  to the  terms of a  Subordination
          Agreement in the form attached hereto as Exhibit E.


                                        -20-
<PAGE>
     (g)  The Assumed  Liabilities  No. 1 assumed or paid off under Section 3.1;
          and

4.4  Payment  of  the  Purchase  Price  for  Purchased  Assets  No.  2.
     -----------------------------------------------------------------

     Subject  to  the  conditions,  covenants,  representations  and  warranties
     hereof, at Closing, Purchaser No. 2 shall deliver:

     (a)  By certified or bank  cashier's  check or by wire transfer to DataNet,
          the amount of Seven Hundred Thousand Nine Hundred  Ninety-Two  Dollars
          and Forty-Four Cents ($700,992.44);

     (b)  By certified or bank cashier's  check or by wire transfer to Lindhorst
          & Dreidame Co., LPA, and Bailey & Dixon,  the amount of  Seventy-Seven
          Thousand Eight Hundred Dollars ($77,800.00), which funds shall be held
          pursuant  to the  terms of the  Escrow  Agreement  attached  hereto as
          Exhibit C;

     (c)  By certified or bank  cashier's  check or by wire transfer to DTS, the
          amount of  Forty-Six  Thousand  Four Hundred  Twenty-Five  Dollars and
          Sixty-Nine Cents ($46,425.69);

     (d)  By certified or bank  cashier's  check or by wire transfer to DTP, the
          amount of One Million Seven Hundred Fifty-Two Thousand Two Hundred Ten
          Dollars and Thirty-Five Cents ($1,752,210.35);

     (e)  By certified or bank  cashier's  check or by wire  transfer to DP, the
          amount of Three  Hundred  Forty-Four  Thousand  One Hundred  Seventeen
          Dollars and Twelve Cents ($344,117.12); and

     (f)  The  remaining  sum of Six Hundred  Twenty-Two  Thousand  Four Hundred
          Dollars  ($622,400.00) as may be adjusted as set forth in Section 5.2,
          shall be payable to DTP  pursuant  to the terms of  Purchaser  No. 2's
          subordinated  promissory  note.  The note shall bear  interest  at the
          prime  rate of Chase  Manhattan  Bank as of the date of  Closing.  The
          principal  of the  note  shall  be  payable  in two (2)  equal  annual
          installments, with the first principal payment commencing on the first
          annual anniversary of the Closing, and the remaining principal payment
          being  due on the  second  annual  anniversary  date  of the  Closing.
          Interest  on the  unpaid  principal  balance of the note shall be paid
          quarterly with the first interest payment being due and payable ninety
          (90) days from Closing. Such note and all obligations of Purchaser No.
          2 thereunder will be subordinated  and made junior in right of payment
          to the extent and in the manner provided in a Subordination  Agreement
          to  be  executed  between  Deutsche  Financial  Services  Company  and
          Purchaser  No. 2 and DTP.  A copy of said note is  attached  hereto as
          Exhibit F. Such note shall be  subordinate to Purchaser No. 2's lender
          pursuant  to the  terms  of a  Subordination  Agreement  in  the  form
          attached hereto as Exhibit G.


                                        -21-
<PAGE>
     (g)  The Assumed Liabilities No. 2 assumed or paid off under Section 3.2.


4.5  Allocation  of  Purchase  Price.
     -------------------------------

     Purchase  Price No. 1 to be paid to the Sellers  hereunder,  including  the
     liabilities  assumed or paid by  Purchaser  No. 1 pursuant to Section  3.1,
     shall be  allocated  as set forth on  Exhibit H attached  hereto.  Purchase
     Price No. 2 to be paid to the Sellers hereunder,  including the liabilities
     assumed or paid by  Purchaser  No. 2  pursuant  to  Section  3.2,  shall be
     allocated  as set  forth on  Exhibit  H-1  attached  hereto.  Each  Seller,
     Purchaser No. 1, Purchaser No. 2 and each Shareholder and Member agree that
     each shall act in a manner  consistent  with such  allocation in (a) filing
     Internal  Revenue  Form 8594;  and (b) in paying  sales and other  transfer
     taxes in connection  with the purchase and sale of assets  pursuant to this
     Agreement.

4.6  Potential  Adjustment  to  Purchase  Price.
     ------------------------------------------

     If the net  profits  before  taxes  ("NPBT") of the  Purchaser  No. 1's and
     Purchaser No. 2's Raleigh, North Carolina Divisions in the aggregate during
     any of fiscal  years 2000 (July 28, 2000 to January 5, 2001),  2001,  2002,
     2003,  2004 and (January 6, 2005 to July 27,  2005)  exceed the  applicable
     NPBT threshold for such year set forth below:

           Fiscal Year 2000   -  Closing Date to January 5, 2001 - pro rate
                                 $2,250,000.00)
           Fiscal  Year 2001  -  $2,400,000
           Fiscal  Year 2002  -  $2,550,000
           Fiscal  Year 2003  -  $2,700,000
           Fiscal  Year 2004  -  $2,850,000
           (January  5, 2005
           to July 27, 2005)  -  Pro rate  $2,250,000

     Purchaser No. 1 and Purchaser No. 2 (according to the percentages set forth
below)  shall  pay  DataNet,  by  bank  check  or wiring within ninety (90) days
following  the end of the fiscal year, an amount equal to fifty percent (50%) of
the  aggregate  NPBT  of  Purchaser No. 1's and Purchaser No. 2's Raleigh, North
Carolina  Divisions  in  excess of the NPBT Threshold for the applicable year or


                                        -22-
<PAGE>
portion  thereof,  subject  to  a  cumulative  limitation of Six Million Dollars
($6,000,000.00)  during  such  aggregate period.  Any NPBT shortfall in any year
shall not be offset against any excess NPBT in any subsequent year(s) hereunder,
it  being  the  intent  of  the parties that the NPBT Threshold set forth herein
shall  apply  to  each  applicable  year  separately,  subject,  however, to the
cumulative  limitation  of  Six  Million  Dollars  ($6,000,000.00)  during  such
aggregate  period.  Such  cash  payment  by  Purchaser No. 1 and Purchaser No. 2
shall  be  additional  Purchase  Price  No.  1  and Purchase Price No. 2, in the
proportions  set forth below, which will be added to the good will allocation of
Purchase  Price  No.  1  and  Purchase Price No. 2, in the proportions set forth
below.  Commencing  upon  the  installation  of  the  Astea (MAS and Accounting)
System  at  the  Purchaser's No. 1 and Purchaser's No. 2 Raleigh, North Carolina
Divisions,  a  1.5%  MAS  royalty  fee  on  gross sales by Purchaser No. 1's and
Purchaser  No.  2's  respective  Raleigh, North Carolina Divisions shall be made
incident  to  said  determination.  For  each subsequent year described above in
this  paragraph for which Purchaser No. 1 and Purchaser No. 2 may be required to
pay additional Purchase Price No. 1 and Purchase Price No. 2, in the proportions
set  forth  below,  the parties shall, in good faith, agree upon the MAS royalty
fee  to  be  charged  hereunder based on the level of services and support being
provided by Purchaser No. 1 and Purchaser No. 2 to its respective Raleigh, North
Carolina  Divisions.  Provided,  however,  such MAS royalty fee shall be 1.5% if
the  parties  are  unable to come to an agreement for each subsequent year.  For
purposes  of this Section, the term "Raleigh, North Carolina Divisions" shall be
defined  as Business No. 1 and Business No. 2 acquired from Seller, by Purchaser
No. 1 and Purchaser No. 2, respectively.  Provided, however, commencing upon the
Astea  (MAS and Accounting) System conversion, the term "Raleigh, North Carolina
Divisions"  shall  include  Purchaser  No.  1's  and  Purchaser No. 2's existing
Triangle,  North Carolina branch.  Purchaser No. 1 and Purchaser No. 2 shall pay
their respective percentage of any amounts due hereunder, which percentage shall
be predicated on the respective NPBT contribution made by each of their Raleigh,
North  Carolina  Divisions  to the computation set forth above.  Purchaser No. 1
and Purchaser No. 2 will continue to explore the viability of the E-1 Consulting
business  unit  as  it  pertains  to Purchaser No. 2's company wide professional
service  strategy  and the potential financial ramification it could have on the
earn-out  of  Seller  under  Section  4.6.

     For  purposes of this  Section,  the term "NPBT"  shall mean the net profit
     before  taxes of Purchaser  No. 1's and  Purchaser  No. 2's Raleigh,  North
     Carolina  Divisions  during  the  applicable  period.  The  NPBT  shall  be
     determined by the  internally-generated  financial  statements of Purchaser
     No. 1 and  Purchaser  No. 2  determined  in the manner  set forth  above in
     accordance  with generally  accepted  accounting  principles,  consistently
     applied,  provided  that no  effect  shall  be  given  to any  gain or loss
     attributable  to sale of assets by said Raleigh,  North Carolina  Divisions
     not in the ordinary  course of business,  and provided that no effect shall
     be given to any increase in the amounts of  depreciation,  amortization  or


                                        -23-
<PAGE>
     other  expense or  deduction  taken on  tangible  or  intangible  assets of
     Purchaser No. 1 and/or Purchaser No. 2, if such increase is attributable to
     the reevaluation of such assets incident to their  acquisition  pursuant to
     the terms of this Agreement. Said determination of NPBT shall be subject to
     verification as described  below. In addition,  for purposes of determining
     NPBT for any particular  year,  except as noted above, no item of income or
     expense  will be  allocated  by  Purchaser  No.  1 or  Purchaser  No.  2 to
     Purchaser  No.  1's  and/or  Purchaser  No.  2's  Raleigh,  North  Carolina
     Divisions unless such items are reasonably  calculated to contribute to the
     increase in profits of such Raleigh, North Carolina Divisions, it being the
     intent of the parties that the  Purchaser  No. 1 and  Purchaser No. 2 shall
     exercise  the utmost good faith with respect to  allocations  of income and
     expense to Purchaser No. 1's and Purchaser No. 2's Raleigh,  North Carolina
     Division.  Incident to the  determination  of NPBT of Purchaser No. 1's and
     Purchaser No. 2's Raleigh, North Carolina Divisions, no compensation of any
     executive or other  employee of Purchaser  No. 1 and/or  Purchaser No. 2 or
     their respective  affiliates who do not work directly for Purchaser No. 1's
     and/or  Purchaser  No.  2's  Raleigh,  North  Carolina  Division  shall  be
     allocated to such  division.  Any payment made to DataNet  pursuant to this
     Section 4.6 shall not be charged against the NPBT for any year.

     Within  ninety  (90)  days  after  the end of each  fiscal  year or  period
     described  herein,  Purchaser  No. 1 and  Purchaser  No. 2 will  deliver to
     DataNet  a copy of the  report  of NPBT  prepared  by  Purchaser  No. 1 and
     Purchaser  No.  2  for  the  subject   period  along  with  any  supporting
     documentation  reasonably  requested  by DataNet.  Within  thirty (30) days
     following delivery to DataNet of such report,  DataNet shall have the right
     to object in writing to the results  contained  in such  determination.  If
     timely  objection  is not  made  by  DataNet  to such  determination,  such
     determination   shall  become  final  and  binding  for  purposes  of  this
     Agreement.  If timely  objection is made by DataNet to Purchaser  No. 1 and
     Purchase No. 2 and DataNet and Purchaser No. 1 and Purchaser No. 2 are able
     to resolve their  differences  in writing within thirty (30) days following
     the expiration of the thirty-day  (30-day) period,  then such determination
     shall become final and binding as it regards to this  Agreement.  If timely
     objection is made by DataNet to  Purchaser  No. 1 and  Purchaser  No. 2 and
     DataNet and Purchaser No. 1 and Purchaser No. 2 are unable to resolve their
     differences  in writing within thirty (30) days following the expiration of
     the thirty-day (30-day) period, then all disputed matters pertaining to the
     report  shall  be  submitted  to  and  reviewed  by  an   arbitrator   (the
     "Arbitrator")  which shall be an  independent  accounting  firm selected by
     Purchaser  No. 1 and  Purchaser  No. 2 and DataNet.  If Purchaser No. 1 and
     Purchaser  No. 2 and DataNet are unable to agree  promptly on an accounting
     firm to serve as the  Arbitrator,  each  shall  select by no later than the
     30th day following the  expiration of the  sixty-day  (60-day)  period,  an
     accounting firm, and the two selected  accounting firms shall be instructed
     to select promptly another independent accounting firm, such newly selected
     firm to serve as the  Arbitrator.  The  Arbitrator  shall consider only the
     disputed matters  pertaining to the determination and shall act promptly to
     resolve all disputed matters, and its decision with respect to all disputed
     matters shall be final and binding upon DataNet and Purchaser.  Expenses of
     the  Arbitration  shall be borne  one-half  (1/2)  by  Purchaser  No. 1 and
     Purchaser  No.  2 and  one-half  (1/2)  by  DataNet.  Each  party  shall be
     responsible for its own attorney and accounting fees.


                                        -24-
<PAGE>
4.7  Certain  Closing  Expenses.
     --------------------------

     Except as set forth below,  each Seller shall be responsible  for and shall
     pay all federal,  state and local sales tax (if any), documentary stamp tax
     and all other duties,  or other like charges  properly  payable upon and in
     connection  with the conveyance and transfer of the Purchased  Assets No. 1
     by such Seller to Purchaser  No. 1 and the  conveyance  and transfer of the
     Purchased Assets No. 2 by each Seller to Purchaser No. 2.


                                        -25-
<PAGE>
                                         5.
                            POST-CLOSING ADJUSTMENTS
                            ------------------------




                                        -26-
<PAGE>
5.1  Within  sixty  (60)  days  after  the  Closing  Date  (the  "Post  Closing
     Date"),  DataNet's  Accountant  will  deliver  to  Purchaser  No.1  and  to
     Purchaser  No. 2 copies  of Pro  Forma  Balance  Sheet  No. 1 and Pro Forma
     Balance Sheet No. 2, respectively,  prepared by DataNet's  Accountant along
     with any supporting  documentation  reasonably requested by Purchaser No. 1
     or Purchaser  No. 2 reflecting  Net Asset Amount No. 1 and Net Asset Amount
     No.  2 as of the  Closing  which  shall  be  defined  as the  total  of the
     Purchased  Assets  No. 1 less the total of the  Assumed  Liabilities  No. 1
     relating to Business No. 1, as reflected on Pro Forma  Balance  Sheet No. 1
     (the "Net Asset Report No. 1") and the total of the Purchased  Assets No. 2
     less the total of the Assumed Liabilities No. 2 relating to Business No. 2,
     as  reflected on Pro Forma  Balance  Sheet No. 2 (the "Net Asset Report No.
     2"). The Pro Forma  Balance Sheet No. 1 and the Pro Forma Balance Sheet No.
     2 shall be prepared using the same accounting methods, policies,  practices
     and procedures, with consistent classifications, judgments, estimations and
     methodologies as used in the preparation of the December 31, 1999 Pro Forma
     Balance  Sheet No. 1 and the December 31, 1999 Pro Forma  Balance Sheet No.
     2. Within  thirty (30) days  following  delivery to Purchaser  No. 1 of Net
     Asset  Report  No. 1 and to  Purchaser  No. 2 of Net  Asset  Report  No. 2,
     Purchaser  No. 1 and  Purchaser  No. 2 shall  have the  right to  object in
     writing to the results contained  therein.  If timely objection is not made
     by Purchaser No. 1 and/or  Purchaser No. 2 to Net Asset Report No. 1 and/or
     Net Asset Report No. 2, as applicable, Net Asset Report No. 1 and Net Asset
     Report No. 2 shall become final and binding for purposes of this Agreement.
     If timely  objection is made by Purchaser  No. 1 and/or  Purchaser No. 2 to
     Net Asset  Report No. 1 and/or Net Asset  Report No. 2, and the Sellers and
     Purchaser No. 1 and/or Purchaser No. 2, as applicable,  are able to resolve
     their  differences  in  writing  within  fifteen  (15) days  following  the
     expiration  of such  thirty (30) day  period,  then Net Asset  Report No. 1
     and/or Net Asset Report No. 2, as resolved,  shall become final and binding
     as it relates to this Agreement.  If timely  objection is made by Purchaser
     No. 1 and/or  Purchaser  No. 2, as  applicable,  to Net Asset  Report No. 1
     and/or Net Asset  Report No. 2 and/or  Sellers and  Purchaser  No. 1 and/or
     Purchaser No. 2, as applicable,  are unable to resolve their differences in
     writing  within such  fifteen (15) day period,  then all  disputed  matters
     pertaining to Net Asset Report No. 1 and/or Net Asset Report No. 2 shall be
     submitted to and reviewed by an arbitrator (the  "Arbitrator")  which shall
     be an independent accounting firm selected by the Sellers and Purchaser No.
     1  and/or  Purchaser  No.  2, as  applicable.  If  Purchaser  No.  1 and/or
     Purchaser  No.  2, as  applicable,  and the  Sellers  are  unable  to agree
     promptly  on the  accounting  firm to serve as the  Arbitrator,  each shall
     select by not later than the seventh (7th) day following the  expiration of
     the Net Asset Report objection period, a nationally  recognized  accounting
     firm,  and each  selected  accounting  firm shall be  instructed to jointly
     select promptly another nationally  recognized  accounting firm, such third
     accounting  firm  shall  serve  as the  Arbitrator.  The  Arbitrator  shall


                                        -27-
<PAGE>
     consider  only the disputed  matters  pertaining to the  determination  and
     shall act  promptly  and fairly to resolve  all  disputed  matters  and its
     decision  with respect to all disputed  matters  shall be final and binding
     upon the Sellers,  Purchaser No. 1 and Purchaser No. 2, as applicable.  The
     expenses of the arbitration  shall be borne one-half (1/2) by Purchaser No.
     1 and/or Purchaser No. 2, as applicable, and one-half (1/2) by the Sellers.
     Each party shall be responsible  for its own attorney and accounting  fees.
     If the Net Asset  Amount No. 1 (as shown on the Net Asset  Report No. 1) is
     less than $1,928,356.00, the Purchase Price No. 1 to be paid to the Sellers
     on an aggregate basis shall be decreased on a  dollar-for-dollar  basis for
     such  difference  by the  Sellers  first  repaying  to  Purchaser  No. 1 by
     certified or cashier's  check or wire transfer,  from the Escrow Fund under
     Sections 4.3(b) or 4.4(b), and if the Escrow Fund is insufficient,  then by
     certified or  cashier's  check or wire  transfer,  from the cash paid under
     Sections 4.3(a), (c), (d) and (e). If the Net Asset Amount No. 1 is greater
     than $1,928,356.00, the Purchase Price No. 1 to be paid to Sellers shall be
     increased on a dollar-for-dollar  basis for such excess by Purchaser paying
     to Sellers,  on an aggregate basis, by certified or cashier's check or wire
     transfer  such excess (to be allocated  among the Sellers as  determined by
     the  Sellers).  If the Net  Asset  Amount  No. 2 (as shown on the Net Asset
     Report No. 2) is less than $871,231.00, the Purchase Price No. 2 to be paid
     to  the  Sellers  on  an   aggregate   basis  shall  be   decreased   on  a
     dollar-for-dollar  basis for such  difference by Sellers first  repaying to
     Purchaser No. 2 from the Escrow Fund under Sections  4.4(b) or 4.3(b),  and
     if the Escrow Fund is insufficient, then by certified or cashier's check or
     wire transfer from the cash paid under Sections  4.4(a),  (c), (d) and (e).
     If the Net Asset  Amount No. 2 is greater  than  $871,231.00,  the Purchase
     Price  No.  2  to  be  paid  to  the  Sellers   shall  be  increased  on  a
     dollar-for-dollar  basis  by  Purchaser  No.  2 paying  to the  Sellers  by
     certified or cashier's  check or wire transfer such excess (to be allocated
     among the Sellers as determined by the Sellers).

5.2  Within  thirty  (30) days  after  the  Closing,  DataNet  will  deliver  to
     Purchaser No. 1 and Purchaser No. 2 a determination  of DataNet's 1999 NPBT
     prepared by DataNet's Accountant,  along with any supporting  documentation
     reasonably  requested  by  Purchaser  No.  1  and/or  Purchaser  No.  2, as
     applicable.  DataNet's  1999 NPBT  shall be  prepared  in  accordance  with
     generally accepted accounting principles using the same principles.  Within
     forty-five  (45) days following  delivery of such reports,  Purchaser No. 1
     and  Purchaser  No. 2 shall  have the  right to object  in  writing  to the
     results contained in such determination. If timely objection is not made by
     Purchaser  No.  1  and/or  Purchaser  No.  2 of  such  determination,  such
     determination  shall become final and binding.  If timely objection is made
     by any party,  and Purchaser  No. 1 and/or  Purchaser No. 2 and DataNet are
     able to resolve  their  differences  in writing  within  fifteen  (15) days
     following  the  expiration  of  the  1999  NPBT objection period, then such


                                        -28-
<PAGE>
     determination  as resolved  shall become final and binding as it relates to
     this Agreement.  If timely  objection is made by any party, and DataNet and
     Purchaser  No. 1  and/or  Purchaser  No.  2 are  unable  to  resolve  their
     differences in writing within ten (10) days following the expiration of the
     1999 NPBT  objection  period,  then all  disputed  matters  relating to the
     report shall be submitted to and reviewed by an Arbitrator according to the
     process and procedure  set forth in Section 5.1 above.  The expenses of the
     arbitration  shall be borne one-half by Purchaser No. 1 and Purchaser No. 2
     and  one-half  by  DataNet.  Each party  shall be  responsible  for its own
     accounting and attorney fees. Any net reduction in the Purchase Price No. 1
     and/or Purchase Price No. 2 as a result of said adjustment shall be made in
     the manner set forth in Section 4.1(e) and shall be reflected by decreasing
     the face amount of the  promissory  notes set forth in Sections  4.3(f) and
     4.4(f).  The parties  agree to  implement  any  adjustment  to any interest
     payments that may have been made prior to the date of such determination to
     reflect the adjustment set forth above.


                                       6.
                              EMPLOYMENT AGREEMENTS
                              ---------------------

6.1  Employment  Agreements  of  Shareholders.
     ----------------------------------------

     At Closing,  Purchaser No. 1 shall enter into Employment Agreements with R.
     Stitt,  G. Stitt,  J. Eacho and R.  Washington.  Copies of said  Employment
     Agreements  are attached  hereto and made a part hereof as Exhibits I, I-1,
     I-2 and I-3.


                                         7.
                       COVENANT NOT TO COMPETE AGREEMENTS
                       ----------------------------------

7.1  Covenant  Not  to  Compete  Agreements  of  Seller  and  Shareholders.
     ---------------------------------------------------------------------

     At Closing,  each Seller and each Shareholder shall enter into Covenant Not
     to Compete  Agreements  with Purchaser No. 1 and Purchaser No. 2. Copies of
     said Covenant Not to Compete Agreements are attached hereto and made a part
     hereof as Exhibits J, J-1, J-2,  J-3,  J-4, J-5, J-6, J-7, J-8, J-9,  J-10,
     J-11, J-12, J-13, J-14 and J-15.


                                       -29-
<PAGE>
                                       8.
                                 BULK SALES ACT
                                 --------------

8.01 Compliance  with  Bulk  Sales  Act.
     ----------------------------------

     Purchaser No. 1 and Purchaser No. 2 waive compliance with the provisions of
     any applicable bulk sales law and the Sellers and Shareholders, jointly and
     severally,  agree  to  indemnify  and  hold  harmless  Purchaser  No. 1 and
     Purchaser No. 2 from any  liability  incurred as a result of the failure to
     so comply, except to liabilities  explicitly assumed hereunder by Purchaser
     No. 1 and/or Purchaser No. 2.


                                       9.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                         OF SELLERS AND EACH SHAREHOLDER
                         -------------------------------

     Except as set forth in the Disclosure Schedule attached hereto, Sellers and
     Shareholders, jointly and severally, represent and warrant to Purchaser No.
     1 and Purchaser No. 2 that the following statements are true and correct as
     of the date hereof, and shall be true and correct as of the Closing Date:

9.1  Organization,  Good  Standing,  Qualification  and  Power  of  Sellers.
     ----------------------------------------------------------------------

     (a)  DataNet is a corporation duly organized,  validly existing and in good
          standing  under  the laws of the State of North  Carolina  and has the
          corporate  power and authority to own, lease and operate the Purchased
          Assets No. 1 and the  Purchased  Assets No. 2 and to conduct  Business
          No. 1 and Business No. 2 currently  being  conducted by it. DataNet is
          duly  qualified  and validly  existing in North  Carolina  and in good
          standing in each of the other jurisdictions in which it is required by
          the nature of its business or the  ownership of its  properties  to so
          qualify.  DataNet  has no  corporate  subsidiaries  and has  three (3)
          wholly owned limited  liability  companies.  The  Disclosure  Schedule
          correctly lists,  with respect to DataNet,  each jurisdiction in which
          it is qualified to do business as a foreign corporation.

     (b)  DTS,  DTP  and DP are  limited  liability  companies  duly  organized,
          validly  existing and in good standing  under the laws of the State of
          North  Carolina  and have the  corporate  power and  authority to own,
          lease and operate the Purchased  Assets No. 1 and the Purchased Assets
          No. 2 owned by them, and to conduct the portions of Business No. 1 and
          Business No. 2 currently being conducted by each of them. DTS, DTP and
          DP are duly  qualified and validly  existing in North  Carolina and in
          good standing in each of the other  jurisdictions in which such entity
          is required by the nature of its respective  business or the ownership
          of its  properties to so qualify.  The Disclosure  Schedule  correctly
          lists,  with respect to DTS, DTP and DP, each jurisdiction in which it
          is qualified to do business.


                                        -30-
<PAGE>
9.2  Capitalization.
     --------------

     (a)  The  authorized   capitalization   of  DataNet   consists   solely  of
          ______________  (______) shares of common stock, without par value, of
          which Three Thousand Five Hundred Ninety-Nine (3,599) shares are owned
          by the  Shareholders,  representing  Ninety-Eight  and 95/100  Percent
          (98.95%) of the issued stock are currently owned by the  Shareholders,
          are fully paid and nonassessable and have not been issued in violation
          of the  preemptive  rights of any  person.  Except as set forth in the
          Disclosure Schedule,  DataNet is not obligated to issue or acquire any
          of its  securities,  nor has it granted  options or any similar rights
          with respect to any of its securities.

     (b)  DataNet owns One Hundred Percent (100%) of the membership  interest in
          DTS. Such membership  interest is fully paid and nonassessable and has
          not been issued in violation of the  preemptive  rights of any person.
          Except as set forth in the Disclosure  Schedule,  DTS is not obligated
          to issue or acquire any of its membership interest, nor has it granted
          options or any similar  rights with  respect to any of its  membership
          interest.

     (c)  DataNet owns One Hundred Percent (100%) of the membership  interest in
          DTP. Such membership  interest is fully paid and nonassessable and has
          not been issued in violation of the  preemptive  rights of any person.
          Except as set forth in the Disclosure  Schedule,  DTP is not obligated
          to issue or acquire any of its membership interest, nor has it granted
          options or any similar  rights with  respect to any of its  membership
          interest.

     (d)  DataNet owns One Hundred Percent (100%) of the membership  interest in
          DP. Such membership  interest is fully paid and  nonassessable and has
          not been issued in violation of the  preemptive  rights of any person.
          Except as set forth in the Disclosure Schedule, DP is not obligated to
          issue or acquire any of its  membership  interest,  nor has it granted
          options or any similar  rights with  respect to any of its  membership
          interest.


                                        -31-
<PAGE>
9.3  Authority  to  Make  Agreement.
     ------------------------------

     Each Seller and each Shareholder have the full legal power and authority to
     enter into, execute, deliver and perform their respective obligations under
     this  Agreement  and each of the other  agreements,  instruments  and other
     instruments to be delivered  incident  hereto  ("Other Seller  Documents").
     This  Agreement and the Other Seller  Documents  have been duly and validly
     executed and delivered by each Seller,  each  Shareholder  and each Member,
     and are the legal and binding  obligation of each of them,  enforceable  in
     accordance with their  respective  terms,  subject to principles of equity,
     bankruptcy  laws,  and laws affecting  creditors'  rights  generally.  Each
     Seller has taken all necessary action  (including action of DataNet's Board
     of Directors and its Shareholders,  and including the action of its members
     as to DTS,  DTP and DP, under their  respective  Operating  Agreements)  to
     authorize and approve the execution and delivery of this  Agreement and the
     Other Seller Documents,  the performance of its obligations  thereunder and
     the consummation of the transactions contemplated thereby.

9.4  Existing  Agreements,  Governmental  Approvals  and  Permits.
     ------------------------------------------------------------

     (a)  The  execution,  delivery and  performance  of this  Agreement and the
          Other Seller Documents by each Seller, the sale, transfer, conveyance,
          assignment and delivery of the Purchased Assets No. 1 to Purchaser No.
          1 and of the Purchased Assets No. 2 to Purchaser No. 2 as contemplated
          in this  Agreement,  and the  consummation  of the other  transactions
          contemplated  thereby:  (i) do not  violate  any  provisions  of  law,
          statute,  ordinance  or  regulation  applicable  to  any  Seller,  any
          Shareholder or Purchased  Assets No. 1 and/or  Purchased Assets No. 2,
          (ii)  (except  for any of  Sellers'  secured  creditors  set  forth in
          Sections  3.1 and/or 3.2,  whose  consent  shall be obtained  prior to
          Closing  and  except as set forth in  Disclosure  Schedule),  will not
          conflict with, or result in the breach or termination of any provision
          of, or  constitute  a default  under  (in each  case  whether  with or
          without  the  giving  of  notice  or the  lapse of time or  both)  the
          Articles  of  Incorporation  or Bylaws of  DataNet,  or the  Operating
          Agreements of DTS, DTP or DP, or any indenture,  mortgage, lease, deed
          of trust, or other  instrument,  contract or agreement or any license,
          permit,  approval,  authority,  or any  order,  judgment,  arbitration
          award,  or decree to which any Seller or any Shareholder is a party or
          by which any  Seller or any  Shareholder  or any of their  assets  and


                                        -33-
<PAGE>
          properties are bound  (including,  without  limitation,  the Purchased
          Assets No.1 and/or  Purchased Assets No. 2), and (iii) will not result
          in the creation of any encumbrance upon any of the properties, assets,
          or  Business  No.  1 or  Business  No.  2 of  any  Seller  or  of  any
          Shareholder.  None of the  Sellers,  nor any  Shareholder,  nor any of
          their  assets  or  properties  (including,   without  limitation,  the
          Purchased  Assets No. 1 and/or  Purchased  Assets No. 2) is subject to
          any provision of any mortgage, lease, contract, agreement, instrument,
          license, permit,  approval,  authority,  order, judgment,  arbitration
          award or decree, or to any law, rule, ordinance, or regulation, or any
          other  restriction  of any kind or character,  which would prevent any
          Seller or any Shareholder  from entering into this Agreement or any of
          the Other  Seller  Documents  or from  consummating  the  transactions
          contemplated thereby.

     (b)  None of the  Sellers or any  Shareholders  or Members  are a party to,
          subject to or bound by any agreement,  judgment,  award,  order, writ,
          injunction  or decree of any court,  governmental  body or  arbitrator
          which would prevent the use by Purchaser No. 1 of Purchased Assets No.
          1 or by Purchaser No. 2 of Purchased  Assets No. 2 in accordance  with
          present  practices of any Seller  after the Closing Date or which,  by
          operation  of law,  or  pursuant  to its  terms,  would  be  breached,
          terminate,  lapse or be subject to  termination  or default  under (in
          each case whether with or without notice, the passage of time or both)
          upon  the  consummation  of  the  transactions  contemplated  in  this
          Agreement.

     (c)  No approval, authority or consent of, or filing by any Seller with, or
          notification to, any foreign, federal, state or local court, authority
          or  governmental  or  regulatory  body  or  agency  or any  person  is
          necessary to authorize the execution and delivery of this Agreement or
          the Other Seller Documents by any Seller or any Shareholder, the sale,
          transfer, conveyance,  assignment and delivery of the Purchased Assets
          No. 1 to Purchaser No. 1 or of Purchased Assets No. 2 to Purchaser No.
          2, or the consummation of the other transactions contemplated thereby,
          or to continue  the use and  operation  of  Purchased  Assets No. 1 by
          Purchaser No. 1 or Purchased Assets No. 2 by Purchaser No. 2 after the
          Closing Date.

9.5  Financial  Statements.
     ---------------------

     (a)  Copies of the  Financial  Statements  are  attached to the  Disclosure
          Schedule.  Each of the Financial  Statements  are true and complete in
          all material  respects and were prepared in accordance  with generally
          accepted   accounting   principles   applied  on  a  consistent  basis
          throughout  the periods  indicated and fairly  present in all material
          respects the financial  condition and  operations of each Seller as of
          the  respective  dates  thereof and the results of its  operation  and
          changes in financial position for the respective periods then ended.


                                        -33-
<PAGE>
     (b)  Except to the extent reflected,  reserved against, or disclosed on Pro
          Forma Balance Sheet No. 1 and/or Pro Forma Balance Sheet No. 2, or the
          Financial Statements,  or the Disclosure Schedule, each Seller had, as
          of such date, no material  liabilities  or  obligations of any nature,
          whether accrued, absolute, contingent, or otherwise, including without
          limitation,  unfunded pension or other retirement plan liabilities and
          tax  liabilities  whether or not incurred in respect of or measured by
          such  Seller's  income,  for  any  period  prior  to the  date of said
          Financial  Statements,  or arising out of transactions entered into or
          any  set of  facts  existing  prior  thereto.  Except  to  the  extent
          disclosed on the  Disclosure  Schedule,  there exists no basis for the
          assertion  against  any  Seller,  as of  the  date  of  the  Financial
          Statements  or of Pro  Forma  Balance  Sheet  No. 1 and/or  Pro  Forma
          Balance Sheet No. 2, of any material liability of any nature or in any
          amount not fully  reflected,  reserved  against,  or  disclosed in the
          Financial  Statements  or in Pro Forma  Balance Sheet No. 1 and/or Pro
          Forma Balance Sheet No. 2.

9.6  Customers.
     ---------

     The Disclosure  Schedule  includes a correct list of the  twenty-five  (25)
     largest  customers  of the Sellers by sales in dollars for each of 1999 and
     January  through May of 2000 and the amount of business done by the Sellers
     with each such customer for such periods. Each Seller has no knowledge that
     any of the  current  customers  of such  Seller will or intend to (a) cease
     doing  business  with such Seller;  or (b)  materially  alter the amount of
     business they are presently doing with such Seller;  or (c) not do business
     with the Purchaser No. 1 and/or  Purchaser No. 2, as applicable,  after the
     Closing.


                                        -34-
<PAGE>
9.7  Intangible  Property.
     --------------------

     The Disclosure  Schedule includes an accurate list and summary  description
     of all patents, franchises,  distributorships,  registered and unregistered
     trademarks,  trade  names and  service  marks,  licenses,  brand  names and
     company  lists and all  applications  for the  foregoing,  presently  owned
     and/or held (as a licensee or otherwise) by the Sellers. Each Seller is not
     a licensor  in respect to any  patents,  trade  secrets,  inventions,  shop
     rights,  know-how,  trademarks,  trade names,  copyrights,  or applications
     therefor.  The  Disclosure  Schedule  contains  an  accurate  and  complete
     description of such  intangible  property and the items of all licenses and
     other agreements relating thereto.  All of the above-mentioned  intangibles
     used in the Sellers'  Business No. 1 and/or Sellers' Business No. 2 are the
     sole property of the respective Seller and do not require the consent of or
     consent to any other person as a condition to their use or the  transaction
     provided for herein and do not infringe upon the rights of others.

9.8  Significant  Agreements.
     -----------------------

     The  Disclosure  Schedule  contains an accurate  and  complete  list of all
     contracts, agreements, licenses, instruments and understandings (whether or
     not in  writing)  to which  any  Seller is a party or is bound and that are
     material  to  Business  No. 1 and/or  Business  No.  2,  assets,  financial
     condition or results of  operations  of each Seller.  Without  limiting the
     generality  of the  foregoing,  such  list  includes  all  such  contracts,
     agreements, licenses and instruments:

     (a)  Providing for payments of more than Five Thousand Dollars  ($5,000.00)
          per year,  other than purchase  orders incurred in the ordinary course
          of business;

     (b)  Providing  for the  extension  of credit  other than  consistent  with
          normal credit terms described in the Disclosure Schedule;

     (c)  Limiting  the  ability of the  Sellers to  conduct  Business  No. 1 or
          Business No. 2 or any other business or to otherwise compete in its or
          any other business, including as to manner or place;

     (d)  Providing  for a guarantee or indemnity by any Seller,  including  but
          not limited to any  indemnification  provided under any asset purchase
          agreement,  stock purchase  agreement,  or other  transaction that any
          Seller is a party to;

     (e)  With any Affiliate of any Seller;


                                        -35-
<PAGE>
     (f)  With any labor union or employees' association connected with Sellers'
          Business No. 1 and/or Sellers' Business No. 2;

     (g)  For the  employment or retention of any director,  officer,  employee,
          agent, shareholder, consultant, broker or advisor of any Seller or any
          other contract between any Seller and any director, officer, employee,
          agent,  shareholder,  consultant or advisor which does not provide for
          termination  at will  by any  Seller  without  further  cost or  other
          liability to any Seller as of or at any time after the Closing.

     (h)  In the nature of a profit sharing, bonus stock option, stock purchase,
          pension,     deferred     compensation,     retirement,     severance,
          hospitalization, insurance or other plan or contract providing benefit
          to  any  person  or  former  director,   officer,   employee,   agent,
          shareholder,  consultant,  broker or  advisor of any  Seller,  or such
          person's dependents, beneficiaries or heirs;

     (i)  In the nature of an  indenture,  mortgage,  promissory  note,  loan or
          credit agreement or other contract  relating to the borrowing of money
          or a line of  credit  by any  Seller  or  relating  to the  direct  or
          indirect  guarantee  or  assumption  by any Seller of  obligations  of
          others;

     (j)  Leases or subleases  with respect to any property,  real,  personal or
          mixed, in which any Seller is involved, as lessor or lessee; and

     (k)  Distributorship  Agreement(s) or License  Agreement(s) with respect to
          any property which any Seller has entered into as licensor.

     True and  correct  copies  of all  items  so  disclosed  in the  Disclosure
     Schedule (if written) have been provided or made available to Purchaser No.
     1 and/or  Purchaser  No. 2. Each of such items  listed,  or  required to be
     listed,  is  a  valid  and  binding   obligation  of  the  parties  thereto
     enforceable in accordance with its terms,  subject to principles of equity,
     bankruptcy laws, and laws affecting creditors' rights generally,  and there
     have been no material  defaults or claims of material default by any Seller
     and  there  are no facts  or  conditions  that  have  occurred  or that are
     anticipated  to occur  which,  through the passage of time or the giving of
     notice,  or both, would constitute a default by any Seller,  or would cause
     the  acceleration of any obligation of any party thereto or the creation of
     an  Encumbrance  upon any asset of any Seller.  There are no material  oral
     contracts,  agreements or understandings made by any Shareholder,  material
     to Purchased  Assets No. 1 or  Purchased  Assets No. 2, except such as have
     been disclosed in the Disclosure Schedule and for which an accurate summary
     description has been provided.


                                        -36-
<PAGE>
9.9  Inventory.
     ---------

     Except as specifically  described on the Disclosure Schedule, all inventory
     is reflected on the December 31, 1999 Pro Forma Balance  Sheet,  and at the
     Closing Date will consist of items of quality and quantity which are usable
     or saleable in the ordinary course of business of any Seller in the conduct
     of  Business  No. 1 and/or  Business  No.  2, and  items of below  standard
     quality and items not usable or saleable in the ordinary course of Sellers'
     business have been written down in value in  accordance  with good business
     practices to estimated  net  realizable  market value or adequate  reserves
     have been provided therefor.  The values at which the inventory are carried
     on the  list  attached  to  the  Disclosure  Schedule  reflect  the  normal
     valuation policy of any Seller in setting inventory at the lower of cost or
     net realizable  market values,  all in accordance  with generally  accepted
     accounting  principles.  Except  as set forth on the  Disclosure  Schedule,
     since December 31, 1999,  the inventory of each Seller has been  maintained
     at normal and adequate  levels for the  continuation  of the Business No. 1
     and/or Business No. 2 in its normal course.  No change has occurred in such
     inventory which affects or will affect the usability or salability thereof,
     no  write-downs  or write-offs of the value of such  inventory has occurred
     and  no  additional  amounts  have  been  reserved  with  respect  to  such
     inventories  except in each case  those  adjustments  made in the  ordinary
     course of  business.  The  Disclosure  Schedule  lists the  location of all
     inventory  together with a brief description of the type and amount at each
     location.

9.10 Accounts  Receivable  and  Vendor  Receivables.
     ----------------------------------------------

     All accounts  receivable  and vendor  receivables of the Sellers which have
     arisen in connection with Business No. 1 and/or Business No. 2 or otherwise
     and which are reflected on the  Financial  Statements  and all  receivables
     which have arisen since  December  31, 1999 through the Closing  shall have
     arisen only from bonafide  transactions  in the ordinary course of business
     and represent valid, collectible and existing claims, net of any reserve as
     reflected on the Pro Forma Balance Sheet No. 1 and/or the Pro Forma Balance
     Sheet No. 2.  Subject to customer  credit,  the payment of each account and
     vendor  receivable  will not be subject to any known defense,  counterclaim
     condition  (other  than  Sellers'  performance  in the  ordinary  course of
     business)  whatsoever.  The Disclosure Schedule hereto accurately lists, as
     of the Closing Date, all receivables arising out of or relating to Business
     No. 1 and/or  Business No. 2, the amount  owing and aging of such  accounts
     receivable,  the name of the party  from whom such  account  receivable  is
     owing,  any  security  in favor of any  Seller  for the  repayment  of such
     account  receivable which any Seller purports to have. Each Seller has made
     available  to  Purchaser  No. 1 and  Purchaser  No. 2 complete  and correct
     copies  of  all  instruments,  documents  and  agreements  evidencing  such
     accounts  receivable  and of all  instruments,  documents or agreements (if
     any) creating security therefor.


                                        -37-
<PAGE>
9.11 Taxes.
     -----

     Except  as to Taxes  not yet due and  payable,  and  except  for  Taxes the
     payment of which is being diligently  contested in good faith and by proper
     proceedings  and for  which  adequate  reserves  have been  established  in
     accordance with generally accepted accounting principles, and except as set
     forth in the  Disclosure  Schedule,  each  Seller has filed all returns and
     reports  that are now  required  to be filed by it in  connection  with any
     federal,  state or local tax,  duty or charge  levied,  assessed or imposed
     upon them, or their property,  including unemployment,  social security and
     similar  taxes;  and all of such taxes have been  either  paid or  adequate
     reserves  or  other   provision  has  been  made  therefor.   Each  Seller,
     Shareholder  and Member  shall pay,  without  right of  reimbursement  from
     Purchaser No. 1 and/or Purchaser No. 2, all of Sellers',  Shareholders' and
     Members' income Taxes  including but not limited to any Taxes  attributable
     to any gain under  Section  1374 of the Code,  including  any  interest and
     penalties  thereon,  that relate to the  activities of Sellers  through the
     Closing including this transaction, as due.


                                        -38-
<PAGE>
9.12 Title  to  Purchased  Assets;  Encumbrances.
     -------------------------------------------

     (a)  With  respect to  Purchased  Assets No. 1 and  Purchased  Assets No. 2
          sold,  at the Closing  each Seller  shall have good title to Purchased
          Assets No. 1 and/or  Purchased Assets No. 2 owned by it being acquired
          by Purchaser No. 1 and/or  Purchaser No. 2,  respectively,  and except
          for matters  expressly  set forth in Section 3.1,  Section 3.2 Section
          3.3 or Section 3.4, which Encumbrances,  if any, upon Purchased Assets
          No. 1 and/or Purchased Assets No. 2 shall be removed at Closing,  free
          and  clear  of all  Encumbrances  whatsoever;  immediately  after  the
          transfer of Purchased  Assets No. 1 being  acquired by Purchaser No. 1
          from  each  Seller  and  Purchased  Assets  No.  2 being  acquired  by
          Purchaser No. 2 from each Seller, Purchaser No. 1 will own all of said
          Purchased  Assets  No.  1 and  Purchaser  No.  2 will  own all of said
          Purchased Assets No. 2, free and clear of all Encumbrances whatsoever,
          whether perfected or unperfected;  and, by way of illustration but not
          limitation, there are not any unpaid taxes, assessments or charges due
          or payable by any Seller to any federal, state or local agency, or any
          obligations or liabilities or any unsatisfied  judgments against,  or,
          to the best of each Seller's knowledge,  any litigation or proceedings
          pending or threatened against any Seller by any of Seller's employees,
          clients,  customers,  creditors,  suppliers,  or any other  party (nor
          state  of facts  for any such  obligation,  liability,  litigation  or
          proceeding), that could become a claim, obligation, liability, lien or
          other  charge  of or  against  Purchaser  No. 1,  Purchaser  No. 2, or
          Purchased  Assets  No. 1 or  Purchased  Assets  No.  2. To the best of
          knowledge  of each  Seller,  all of each  Seller's  tangible and other
          operating  assets used in Business  No. 1 and/or  Business No. 2 which
          are being sold  hereunder to Purchaser  No. 1 and/or  Purchaser No. 2,
          respectively,  are,  in  all  material  respects,  in  good  operating
          condition and repair,  free of all structural,  material or mechanical
          defects and conform with all applicable laws and regulations.

     (b)  Except as otherwise  specifically set forth herein, each Seller is not
          a party to any contract,  agreement,  lease or  commitment  that would
          result  in any  claim,  obligation,  liability,  lien or other  charge
          against Purchaser No. 1 and/or Purchaser No. 2 or Purchased Assets No.
          1 or Purchased  Assets No. 2, and  Purchaser No. 1 and Purchaser No. 2
          are not  obligated  to assume  the  obligations  under  any  contract,
          agreement,  lease or commitment of any Seller,  except as specifically
          set forth herein.

9.13 Pending  Actions.
     ----------------


                                        -39-
<PAGE>
     Each Seller has not been served  with or  received  notice of any  actions,
     suits,  arbitrations,  OSHA, EPA or other governmental  violations,  or any
     other  proceedings or  investigations,  either  administrative or judicial,
     strikes,  lockouts or NLRB charges or complaints  ("Actions and Disputes").
     To the best of Sellers' knowledge, there are no Actions or Disputes pending
     or threatened  against or affecting  (directly or indirectly) any Seller or
     their respective  property or assets, nor are there any facts or conditions
     which exist which would give rise to any such Actions or Disputes which, if
     determined  adversely to any Seller,  would have a material  adverse effect
     upon Sellers' Business No. 1 and/or Sellers' Business No. 2.

9.14 Insurance.
     ---------

     The Disclosure  Schedule contains an accurate and complete listing (showing
     type of insurance,  amount,  insurance company,  annual premium and special
     exclusions) of all policies of fire,  liability,  worker's compensation and
     other forms of insurance owned or held by any Seller. All such policies are
     in  full  force  and  effect;   are  sufficient  for  compliance  with  all
     requirements  of law and of all  agreements to which any Seller is a party;
     are valid, outstanding and enforceable policies; provide adequate insurance
     coverage  for the assets and  operations  of any Seller and will  remain in
     full  force and  effect  through  the  Closing.  There  are no  outstanding
     requirements  or  recommendations  by any  insurance  company that issued a
     policy with  respect to any of the  properties  and assets of any Seller by
     any Board of Fire  Underwriters or other body exercising  similar functions
     or by any  Governmental  Entity  requiring or  recommending  any repairs or
     other  work  to be done on or with  respect  to any of the  properties  and
     assets  of any  Seller  or  requiring  or  recommending  any  equipment  or
     facilities to be installed on or in connection  with any of the  properties
     or assets of any Seller.

9.15 Status  of  Business.
     --------------------

     (a)  Since  December  31,  1999,  Business  No. 1 and Business No. 2 of the
          Sellers have been operated only in the ordinary course, and, except as
          set forth in the Disclosure Schedule,  there has not been with respect
          to Business No. 1 and/or Business No. 2:

          (i)  Any  material  change  in its  condition  (financial  or  other),
               assets,  liabilities,  obligations,  business or earnings, except
               changes in the ordinary course of business,  none of which in the
               aggregate has been materially adverse;

          (ii) Any material liability or obligation  incurred or assumed, or any
               material contract,  agreement,  arrangement,  lease (as lessor or
               lessee),  or other commitment entered into or assumed,  on behalf
               of Business No. 1 and/or Business No. 2, whether written or oral,
               except in the ordinary course of business;


                                        -40-
<PAGE>
          (iii)Any purchase or sale of material  assets in  anticipation of this
               Agreement,  or any purchase,  lease,  sale,  abandonment or other
               disposition of material assets,  except in the ordinary course of
               business;  (iv) Any  waiver or release  of any  material  rights,
               except for rights of nominal value;

          (v)  Any  cancellation or compromise of any material debts owed to any
               Seller or material  claims  known by any Seller  against  another
               person or entity, except in the ordinary course of business;

          (vi) Any damage or  destruction  to or loss of any physical  assets or
               property  of  any  Seller  which  materially   adversely  affects
               Business No. 1 and/or  Business No. 2 or any of the properties of
               any Seller (whether or not covered by insurance);

          (vii)Any material  changes in the accounting  practices,  depreciation
               or  amortization  policy  or  rates  theretofore  adopted  by any
               Seller, or any material  revaluation or write-up or write-down of
               any of their assets;

          (viii)  Any  direct  or   indirect   redemption,   purchase  or  other
               acquisition for value by DataNet of its shares, or by DTS, DTP or
               DP of its respective membership interests, or any agreement to do
               so;

          (ix) Any material increase in the compensation levels or in the method
               of determining the compensation of any of the Sellers'  officers,
               directors,  agents, employees or members, or any bonus payment or
               similar  arrangement  with or for the benefit of any such person,
               any increase in benefits expense to any Seller, any payments made
               or declared into any profit-sharing, pension, or other retirement
               plan for the benefit of  employees  of any Seller,  except in the
               ordinary course of business;

          (x)  Any loans or advances  between any Seller and any  Shareholder or
               Member, or any family member or any associate or Affiliate of any
               Seller or of any Shareholder or Member;


                                        -41-
<PAGE>
          (xi) Any material  contract  canceled or the terms thereof  amended or
               any notice received with respect to any such contract terminating
               or threatening termination or amendment of any such contract;

          (xii)Any  transfer or grant of any  material  rights under any leases,
               licenses,  agreements,  or with  respect to any trade  secrets or
               know-how;

          (xiii) Any labor trouble or employee controversy  materially adversely
               affecting Business No. 1 and/or Business No. 2 or assets; or

          (xiv)Any dividend or other  distribution on or in respect of shares of
               DataNet's capital stock, or in respect of any membership interest
               of DTS, DTP or DP.

     (b)  Each Seller is not

          (i)  in  violation of any  outstanding  judgment,  order,  injunction,
               award or decree  specifically  relating to Business  No. 1 and/or
               Business No. 2, or

          (ii) in  violation of any  federal,  state or local law,  ordinance or
               regulation  which is applicable to Business No. 1 and/or Business
               No. 2, except  where such  violation  does not have a  materially
               adverse effect on Business No. 1 and/or Business No. 2.

          Each   Seller   has  all   permits,   licenses,   orders,   approvals,
          authorizations,  concessions  and franchises of any federal,  state or
          local  governmental  or  regulatory  body  that  are  material  to  or
          necessary  in the conduct of  Business  No. 1 and/or  Business  No. 2,
          except where failure to have such permit,  license,  order,  approval,
          authorization,  concession  or  franchise  does not have a  materially
          adverse  effect  on  Business  No. 1 and/or  Business  No. 2. All such
          permits, licenses,  orders, approvals,  concessions and franchises are
          set forth on the Disclosure  Schedule and are in full force and effect
          and  there  is no  proceeding,  or to the  knowledge  of  any  Seller,
          threatened to revoke or limit any of them.

     (c)  No claim, litigation,  action,  investigation or proceeding is pending
          or,  to  the  knowledge  of any  Seller,  threatened,  and  no  order,
          injunction or decree is  outstanding,  against or relating to Business
          No. 1 and/or  Business  No. 2 or its assets,  and each Seller does not
          know  of  any  information   which  could  result  in  such  a  claim,
          litigation,  action, investigation or proceeding, which, if determined
          adversely to such Seller,  would have a material  adverse  effect upon
          Sellers' Business No. 1 and/or Business No. 2.


                                        -42-
<PAGE>
     (d)  At the Closing, each Seller shall have accrued or paid in full, to all
          employees  of  Business  No.  1 and/or  Business  No.  2,  all  wages,
          salaries,   commissions,   bonuses,   vacations   and   other   direct
          compensation  for all  services  performed  by  them.  To the  best of
          Sellers'  Knowledge,  each Seller is in  compliance  with all federal,
          state  and  local  laws,   ordinances  and  regulations   relating  to
          employment and employment  practices at Business No. 1 and/or Business
          No.  2,  and all  employee  benefit  plans  and tax laws  relating  to
          employment at Business No. 1 and/or Business No. 2. There is no unfair
          labor practice complaint against any Seller relating to Business No. 1
          and/or  Business  No. 2 pending  before the National  Labor  Relations
          Board  or  similar  agency  or  body  and,  to the  best  of  Sellers'
          Knowledge,  no  condition  exists  that  could give rise to any unfair
          labor practice complaint.  There is no labor strike, dispute, slowdown
          or  stoppage  actually  pending  or, to the  Knowledge  of any Seller,
          threatened  against or involving Business No. 1 and/or Business No. 2.
          Each Seller has no labor contracts or collective bargaining agreements
          with respect to any of its employees.

9.16 Environmental  Laws.
     -------------------

     (a)  To the best of Sellers'  Knowledge,  the real  estate  located at 2724
          Discovery Drive, Raleigh, North Carolina,  which is leased by Sellers,
          ("Real Estate") has not been used or operated in any fashion involving
          producing,  handling and  disposing of  chemicals,  toxic  substances,
          wastes and effluent materials, x-rays or other materials or devices in
          material  violation of any laws, rules,  regulations or orders, and to
          the  best of  Sellers'  Knowledge,  the  Real  Estate  is in  material
          compliance with applicable laws, regulations,  ordinances, decrees and
          orders arising under or relating to health,  safety, and environmental
          laws  and  regulations,   including  without  limitation  the  Federal
          Occupation  and Safety  Health  Act, 29 U.S.C.  651, et seq.;  Federal
          Resource  Conservation and Recovery Act ("RCRA"),  42 U.S.C.  6901, et
          seq.; Federal Comprehensive  Environmental Response,  Compensation and
          Liability Act ("CERCLA"),  42 U.S.C.  9601, et seq.; the Federal Clean
          Air Act, 42 U.S.C.  2401,  et seq.;  the  Federal  Clean Water Act, 33
          U.S.C.  1251,  et seq.;  and all state and local laws that  correspond
          therewith or supplement such laws.


                                        -43-
<PAGE>
     (b)  To the  best of  Sellers'  Knowledge,  the  Real  Estate  has not been
          operated,  in violation of any laws, rules,  regulations or orders, so
          as to involve or create any surface impoundments,  incinerators,  land
          fills,  waste  storage  tanks,  waste  piles,  or deep well  injection
          systems or for the  purpose of  storage,  treatment  or  disposal of a
          hazardous waste as defined by RCRA or hazardous  substance,  pollutant
          or  contaminate  as defined  by CERCLA  and,  to the best of  Sellers'
          Knowledge, no acts have been committed that would make the Real Estate
          or any part thereof subject to remedial action under RCRA or CERCLA or
          corresponding state or local laws.

     (c)  To the best of Sellers'  Knowledge,  there have not been,  are not now
          and as of the Closing  Date,  there will be no solid waste,  hazardous
          waste,   hazardous  substance,   toxic  substance,   toxic  chemicals,
          pollutants or  contaminants,  underground  storage  tanks,  purposeful
          dumps, or accidental  spills in, on or about the Real Estate or any of
          the assets of any Seller,  whether real or personal,  owned or leased,
          or stored on any real property owned or leased by any Seller or by any
          Seller's lessees, licensees, invites, or predecessors.

     (d)  Each Seller is not  engaged in, and to the best of Sellers'  Knowledge
          and belief, is not threatened with any litigation,  or governmental or
          other  proceeding  which may give rise to any claim  against  the Real
          Estate.  Specifically,  there are no pending suits, charges,  actions,
          governmental investigations, or other proceedings, involving, directly
          or indirectly without  limitation,  the laws, statutes and regulations
          set forth in subsection (a), above, whether initiated by a third party
          or by any  Seller  and  there  are  none,  to  the  best  of  Sellers'
          Knowledge,  threatened  against or relating to or  involving  the Real
          Estate or the transactions contemplated by this Agreement. Each Seller
          is not in  default  with  respect to any order,  writ,  injunction  or
          decree of any  federal,  state,  local or foreign  court,  department,
          agency or instrumentality.

     (e)  The Disclosure Schedule will list all waste disposal sites, dump sites
          and  other  areas  either  on the  Real  Estate  or  offsite  at which
          hazardous or toxic waste generated by any Seller has been disposed (in
          each case  identifying such waste) and it will  specifically  identify
          each such site or area which is or has been  included in any published
          federal,  state or local (domestic or foreign) superfund or other list
          of  hazardous  or  toxic  waste  sites  or  areas.

     (f)  To the  best  of  Sellers'  Knowledge,  each  Seller  has obtained all
          permits,  and  licenses  and  other  authorizations  required  by  all
          environmental  laws;  and  all  of  such  permits,  licenses and other
          authorizations are in full force  and  effect  as  of the date hereof.
          A true  and  correct  list  of all such permits,  licenses  and  other
          authorizations  is  set  forth  in the Disclosure Schedule.


                                        -44-
<PAGE>
9.17 Certain  Employees
     ------------------

     (a)  Each of the following is included in the list of agreements  set forth
          in the  Disclosure  Schedule:  all collective  bargaining  agreements,
          employment   and   consulting   agreements,   bonus  plans,   deferred
          compensation  plans,  employee  pension  plans  or  retirement  plans,
          employee  profit-sharing  plans,  employee  stock  purchase  and stock
          option  plans,   hospitalization   insurance,   and  other  plans  and
          arrangements  providing  for  employee  benefits of  employees  of the
          Sellers.

     (b)  The Disclosures  Schedule contains a true,  complete and accurate list
          of the  following:  the  names,  positions,  and  compensation  of the
          present  employees  of each Seller,  together  with a statement of the
          annual  salary  payable  to  salaried  employees  and a summary of the
          bonuses and description of agreements for additional  compensation and
          other like  benefits,  if any, paid or payable to such persons for the
          period set forth in the Disclosure  Schedule.  Except as listed in the
          Disclosure Schedule, to the best of Sellers' Knowledge,  all employees
          of the Sellers are employees-at-will.

     (c)  Each Seller has no retired employees who are receiving or are entitled
          to receive any payments, health or other benefits from such Seller.

9.18 Payments  to  Employees.
     -----------------------

     All accrued  obligations of each Seller relating to employees and agents of
     such Seller,  whether arising by operation of law, by contract,  or by past
     service,  for  payments  to  trusts or other  funds or to any  governmental
     agency, or to any individual employee or agent (or his heirs,  legatees, or
     legal representatives) with respect to unemployment  compensation benefits,
     profit sharing or retirement  benefits,  or social  security  benefits have
     been paid or accrued by such Seller.  All  obligations of each Seller as an
     employer or principal  relating to employees or agents,  whether arising by
     operation  of law, by  contract,  or by past  practice,  for  vacation  and
     holiday  pay,  bonuses,  and other forms of  compensation  which are or may
     become payable to such employees or agents,  have been paid or will be paid
     or accrued by such Seller.


                                        -45-
<PAGE>
9.19 Change  of  Corporate  Name.
     ---------------------------

     At the Closing,  the Sellers, if requested by either Purchaser No. 1 and/or
     Purchaser  No. 2, will adopt and file with the  Secretary of State of North
     Carolina an Amendment to the Charter of DataNet  (also  including  DTS, DTP
     and  DP,  if  so  requested)  changing  the  name  of  DataNet  to  a  name
     substantially  dissimilar  to DATANET,  INC.,  and each  Seller  shall also
     execute  a  Consent  for Use of  Similar  Name  form,  as set  forth in the
     Disclosure Schedule, granting to Purchaser No. 1 and/or Purchaser No. 2 (as
     may be agreed by such parties) the use of the name DATANET,  INC.,  DATANET
     TECHNICAL  SERVICES,  LLC,  DATANET  TANGIBLE  PRODUCTS,  LLC  and  DATANET
     PROGRAMMING, LLC.

9.20 Brokers  and  Finders.
     ---------------------

     Except as set forth in the Disclosure Schedule,  no broker, finder or other
     person or entity acting in a similar capacity has participated on behalf of
     any  Seller in  bringing  about the  transaction  herein  contemplated,  or
     rendered  any  service  with  respect  thereto or been in any way  involved
     therewith.

9.21 Preservation  of  Organization.
     ------------------------------

     Except as set forth on the  Disclosure  Schedule,  since December 31, 1999,
     the  Sellers  have kept intact  Business  No. 1 and/or  Business  No. 2 and
     organization  of the  Sellers;  retained  the  services of all the Sellers'
     material employees and agents,  retained the Sellers' arrangements with the
     manufacturers of the products distributed by each Seller in the same manner
     as conducted  prior to such date, and engaged in no transaction  other than
     in the ordinary course of Sellers' Business No. 1 and/or Business No. 2.


                                        -46-
<PAGE>
9.22 Absence  of  Certain  Business  Practices.
     -----------------------------------------

     None of the Sellers,  or, to Sellers' Knowledge,  any officer,  employee or
     agent of any  Seller,  nor any  other  Person  acting on its  behalf,  has,
     directly or indirectly,  within the past five years given or agreed to give
     any gift,  bribe,  rebate or  kickback  or  otherwise  provide  any similar
     benefit  to any  customer,  supplier,  governmental  employee  or any other
     Person  who is or may be in a  position  to help or  hinder  any  Seller or
     Business No. 1 and/or  Business  No. 2 (or assist any Seller in  connection
     with any actual or proposed  transaction  relating to Business No. 1 and/or
     Business No. 2 or any other business previously operated by any Seller) (i)
     which subjected or might have subjected any Seller to any damage or penalty
     in any civil, criminal or governmental litigation or proceeding, (ii) which
     if not given in the  past,  might  have had a  material  adverse  effect on
     Business No. 1 and/or  Business No. 2, (iii) which if not  continued in the
     future,  might  have a material  adverse  effect on  Business  No. 1 and/or
     Business  No. 2 or subject  any Seller to suit or penalty in any private or
     governmental  litigation  or  proceeding,  (iv)  for  any of  the  purposes
     described  in  Section  162(c)  of the  Code  or (v)  for  the  purpose  of
     establishing  or maintaining  any concealed fund or concealed bank account.

9.23 Suppliers.
     ---------

     The  Disclosure  Statement  sets  forth  the  names of and  description  of
     contractual  arrangements  (whether or not binding or in writing)  with the
     ten (10) largest  suppliers of the Sellers by sales or services in dollars.
     Assuming  that  Purchaser  No.1  and/or  Purchaser  No.  2, as  applicable,
     continues to conduct  Business No. 1 and/or  Business No. 2 in the ordinary
     course consistent with Sellers' prior practices  generally and specifically
     with  respect to  Sellers'  current  suppliers,  each  Seller has no direct
     knowledge that any of the current  suppliers of the Sellers will, or intend
     to, (a) cease doing business with any Seller;  or (b) materially  alter the
     amount of business they are currently doing with any Seller;  or (c) not do
     business with Purchaser No. 1 and/or Purchaser No. 2 after the Closing.

9.24 Product  Liability  Claims.
     --------------------------

     To the best of Sellers' Knowledge,  there are no material product liability
     claims  against any Seller,  either  potential or  existing,  which are not
     fully covered by product  liability  insurance  coverage with a responsible
     company which, if determined adversely to any Seller, would have a material
     adverse effect upon Sellers' Business No. 1 and/or Business No. 2.


                                        -47-
<PAGE>
9.25 Employee  Benefit  Plans.
     ------------------------

     For the purposes of this Section 9.25,  "Seller"  shall include all persons
     who are  members of a  controlled  group,  a group of trades or  businesses
     under common control,  or an affiliated  service group (within the meanings
     of  Sections  414(b),  (c) or (m) of the  Code),  of which any  Seller is a
     member.

     (a)  The Employee Benefit Plans presently maintained by DataNet or to which
          any Seller has  contributed  within the past six (6) years,  including
          any terminated or frozen plans which have not yet distributed all plan
          assets, are fully set forth in the Disclosure  Schedule.  For purposes
          of this provision, the term "Employee Benefit Plan" shall mean:

          (i)  A Welfare Benefit Plan as defined in Section 3(1) of the Employee
               Retirement  Income  Security  Act of 1974,  as amended  ("ERISA")
               established for the purpose of providing for its  participants or
               their  beneficiaries,   through  the  purchase  of  insurance  or
               otherwise,  medical,  surgical,  or hospital care or benefits, or
               benefits in the event of sickness, accident, disability, death or
               unemployment (including any plan or program of severance pay), or
               vacation benefits,  apprenticeship or other training programs, or
               day care centers,  scholarship  funds, or prepaid legal services,
               or  any  benefit   described  in  Section  302(c)  of  the  Labor
               Management Relations Act of 1947;

          (ii) An Employee  Pension  Benefit  Plan as defined in Section 3(2) of
               ERISA  established or maintained by any Seller for the purpose of
               providing  retirement  income to  employees or for the purpose of
               providing  deferral of income by employees for periods  extending
               to the termination of covered employment or beyond; and

          (iii)Any other  plan or  arrangement  not  covered  by ERISA but which
               provides benefits to employees or former employees and results in
               an accrued liability on the part of any Seller either by contract
               or by operation of law.

     (b)  With respect to any such Employee Benefit Plans, the Seller represents
          and warrants that, to the best of Sellers' Knowledge;

          (i)  Each Seller has not, with respect to any Employee  Benefit Plans,
               engaged in any prohibited transaction, as such term is defined in
               Section 4975 of the Code or Section 406 of ERISA.


                                        -48-
<PAGE>
          (ii) Each Seller has,  with  respect to any  Employee  Benefit  Plans,
               substantially   complied  with  all   reporting  and   disclosure
               requirements required by Title I, Subtitle B, Part 1 of ERISA.

          (iii)There  was no  accumulated  funding  deficiency  (as  defined  in
               section 302 of ERISA and Section 412 of the Code) with respect to
               any  Employee  Pension  Benefit  Plan which is a defined  benefit
               pension  plan,  whether or not waived,  as of the last day of the
               most recent  fiscal year of the plans ending prior to the date of
               this Agreement.

          (iv) Except as  described  on the  Disclosure  Schedule,  there are no
               contributions  due to any Employee  Pension  Benefit Plan for the
               most recent  fiscal year of the plans ending prior to the date of
               this Agreement and the Sellers' Financial  Statements reflect any
               liability  of any Seller to make  contributions  to the  Employee
               Pension   Benefit   Plans,   and  a  pro  rata   portion  of  the
               contributions  (including  matching  contributions)  for the plan
               year on which the Closing  Date occurs shall have been made on or
               prior to the  Closing  Date for the period  ending on the Closing
               Date.

          (v)  No material liability to the Pension Benefit Guaranty Corporation
               ("PBGC") has been asserted  with respect to any Employee  Pension
               Benefit Plan which is a defined benefit pension plan.

          (vi) There  has been no  reportable  event  as  described  in  Section
               4043(b) of ERISA  since the  effective  date of  Section  4043 of
               ERISA with respect to any Employee  Pension Benefit Plan which is
               a defined benefit plan.

          (vii)Except for claims for benefits by participants and  beneficiaries
               in  the  normal  course  of  events,  to  the  best  of  Sellers'
               knowledge,  there are no claims,  pending or  threatened,  by any
               individual or Governmental  Entity,  which, if decided adversely,
               would have a material adverse effect upon the financial condition
               of any  Employee  Benefit  Plan,  the plan  administrator  of any
               Employee Benefit Plan, or any Seller.

          (viii) Each  Seller  has made  available  for  inspection  all  annual
               reports for such Seller filed on Internal Revenue Service ("IRS")
               Form 5500 or 5500C,  all reports  for each Seller  prepared by an
               actuary  for the last  three  plan  years,  the  plan  and  trust
               documents and the Summary Plan Description,  as amended, for each
               Employee   Benefit  Plan  and  the  last  filed  PBGC1  Form  (if
               applicable)  for each Employee  Benefit Plan, with respect to any
               Employee  Benefit Plans other than  multi-employer  plans (within
               the meaning of Section  3(37) of ERISA),  and other reports filed
               with the PBGC during the last three plan years.


                                        -49-
<PAGE>
          (ix) All Employee  Pension  Benefit Plans are intended to be qualified
               retirement  plans under the Code.  The IRS has  issued,  and each
               Seller  has  made   available   for   inspection,   one  or  more
               determination  letters with respect to the  qualification  of all
               Employee  Pension  Benefit  Plans stating that the IRS has made a
               favorable  determination  as to the  qualification  of such  Plan
               under   Section   401(a)   of  the  Code,   and  that   continued
               qualification  of the Plan in its  present  form will depend upon
               its effect in operation.  The time for adoption of any amendments
               required by changes in the Code since such determination  letters
               were issued,  or changes  required by the IRS as a condition  for
               continued qualification of such plans has not expired, or did not
               expire without such  amendments  being made.  Such plans are now,
               and always have been,  established  in writing and maintained and
               operated in accordance with the plan documents,  ERISA, the Code,
               and  all  other  applicable  laws.  Except  as  described  in the
               Disclosure  Schedule,  such Plans are now and  always  have been,
               established in writing and maintained and operated  substantially
               in accordance  with the plan documents,  ERISA,  the Code and all
               other applicable laws, in all material respects.

          (x)  There is no  liability  arising from the  termination  or partial
               termination of any Employee Benefit Plan,  except for liabilities
               as to which  adequate  reserves are  reflected  on the  Financial
               Statements,  and there exists no condition  presenting a material
               risk of such liability.

          (xi) Each Seller has timely made any  contributions it is obligated to
               make to any  multi-employer  plan  within the  meaning of Section
               3(37) of ERISA.  Each Seller has no liability arising as a result
               of withdrawal  from any  multi-employer  plan, no such withdrawal
               liability has been asserted and no such withdrawal liability will
               be asserted with regard to any  withdrawal or partial  withdrawal
               on or before the date of this Agreement.


                                        -50-
<PAGE>
9.26 Assets  Necessary  to  the  Business.
     ------------------------------------

     Each Seller owns,  leases or holds under license all assets and  properties
     (tangible and intangible) necessary to carry on Business No. 1 and Business
     No. 2 and  operations as presently  conducted and as shown on the Financial
     Statements. Such assets and properties are all of the assets and properties
     necessary  to carry  on  Sellers'  Business  No.  1 and  Business  No. 2 as
     presently conducted and Shareholders (other than through their ownership of
     stock in DataNet  and/or as set forth on the  Disclosure  Schedule) nor any
     member of his family  owns or leases or has any  interest  in any assets or
     properties  presently being used to carry on Business No. 1 or Business No.
     2 of any Seller.

9.27 Transactions  with  Affiliates.
     ------------------------------

     Except  as  disclosed  on  the  Disclosure  Schedule,  there  is no  lease,
     sublease,  contract,  agreement or other arrangement of any kind whatsoever
     entered into by any Seller and its Shareholders or Members or Affiliate.

9.28 Territorial  Restrictions.
     -------------------------

     Except  as  described  in  the  Disclosure  Schedule,  each  Seller  is not
     restricted by any written agreement or understanding  with any other Person
     from  carrying on the Business No. 1 and/or  Business No. 2 anywhere in the
     world. Neither Purchaser nor any of its Affiliates will, as a result of its
     acquisition of Purchased  Assets No. 1 and/or Purchased Assets No. 2 become
     restricted in carrying on Business No. 1 and/or  Business No. 2 anywhere in
     the  world as a result  of any  contract  or other  agreement  to which any
     Seller is a party or by which it is bound.

9.29 Redemption  of  Certain  Shareholders.
     -------------------------------------

     Each Seller,  the Shareholders  and Members  represent and warrant that, on
     the date(s) set forth in the Disclosure Schedule,  DataNet redeemed all the
     issued and  outstanding  shares of common stock of DataNet owned by certain
     individuals   set  forth  in  the   Disclosure   Schedule  (the   "Redeemed
     Shareholders"),  and DP redeemed all the issued and outstanding  membership
     interest  in  DP  owned  by  Sam  Whitfield  (the  "Redeemed  Member").  In
     connection  with the redemption of shares of common stock from the Redeemed
     Shareholders  and in  connection  with  the  redemption  of the  membership
     interest in DP from the  Redeemed  Member,  the Sellers,  Shareholders  and
     Members  disclosed all material  facts  concerning  this Agreement and each
     Seller and Shareholders transactions with Purchaser No. 1 and Purchaser No.
     2,  including  all  material  terms,  conditions  and  considerations  that
     occurred  prior  to the  redemption.  In  making  such  disclosures  to the
     Redeemed  Shareholders  and  the  Redeemed  Member,  and in  redeeming  the
     Redeemed  Shareholders'  shares of common stock of DataNet and in redeeming
     the  Redeemed  Member's   membership   interest  in  DP,  the  Sellers  and
     Shareholders  and Members did not make any untrue  statement  of a material
     fact,  or omit  to  state a  material  fact  necessary  to  make  all  such
     statements and  disclosures not  misleading.  Each Seller,  Shareholder and
     Member shall indemnify and hold harmless  Purchaser No. 1 and Purchaser No.
     2, their respective  successors and assigns,  against all loss,  liability,
     damage or expense (including,  without limitation,  interest, penalties and
     reasonable  attorneys'  fees)  arising  from  and in  connection  with  any
     misrepresentation or material omission or breach of the representations and
     warranties set forth in this paragraph.


                                        -51-
<PAGE>
9.30 Full  Disclosure.
     ----------------

     None of the representations and warranties made by any Seller named herein,
     or made on its behalf,  including any  disclosures  made in the  Disclosure
     Schedule,  contains or will contain, to the best of Sellers' knowledge, any
     untrue statement of material fact or omits or will omit any material fact.


                                          10.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                     OF PURCHASER NO. 1 AND PURCHASER NO. 2
                     --------------------------------------

Purchaser No. 1 hereby represents and warrants to the Sellers that the following
statements  are  true  and  correct as of the date hereof, and shall be true and
correct  as  of  the  Closing  Date:

10.1 Organization,  Good  Standing  and  Power  of  Purchaser  No.  1.
     ----------------------------------------------------------------

     (a)  Purchaser No. 1 is a corporation duly  incorporated,  validly existing
          and in good  standing  under the laws of the State of Delaware and has
          full  corporate  power and lawful  authority  to execute,  deliver and
          perform  this  Agreement  and  conduct  Business  No. 1 of the Sellers
          currently  conducted  by the Sellers in each of the  jurisdictions  in
          which the Sellers currently conduct Business No. 1, which are the only
          jurisdictions  where the failure to be so qualified by Purchaser No. 1
          will have a  material  adverse  effect on the  business  prospects  or
          financial condition of Purchaser No. 1.


                                        -52-
<PAGE>
10.2 Status  of  Agreements.
     ----------------------

     (a)  All  requisite  corporate  action  (including  action  of its Board of
          Directors) to approve, execute, deliver and perform this Agreement and
          each of the other  agreements,  instruments  and other documents to be
          delivered by and on behalf of Purchaser No. 1 ("Other  Purchaser No. 1
          Documents") in connection  herewith has been taken by Purchaser No. 1.
          This  Agreement  has been duly and validly  executed and  delivered by
          Purchaser No. 1 and  constitutes  the valid and binding  obligation of
          Purchaser No. 1 enforceable  in accordance  with its terms.  All Other
          Purchaser No. 1 Documents in connection  herewith will,  when executed
          and  delivered,   constitute  the  valid  and  binding  obligation  of
          Purchaser No. 1 enforceable in accordance with their respective terms.

     (b)  No  authorization,  approval,  consent  or order of, or  registration,
          declaration or filing with, any court,  governmental body or agency or
          other public or private body, entity or person is required (except for
          Purchaser No. 1's primary lender, Deutsche Financial Services Company,
          whose consent shall be obtained  prior to Closing) in connection  with
          the execution,  delivery or performance of this Agreement or any Other
          Purchaser No. 1 Documents in connection herewith.

     (c)  Neither the execution,  delivery nor  performance of this Agreement or
          any of the Other Purchaser No. 1 Documents in connection herewith does
          or will:

          (i)  conflict  with,  violate or result in any breach of any judgment,
               decree, order, statute,  ordinance, rule or regulation applicable
               to Purchaser No. 1;

          (ii) conflict  with,  violate or result in any breach of any agreement
               or instrument to which Purchaser is a party or by which Purchaser
               No. 1 or any of  Purchaser's  assets or properties  is bound,  or
               constitute  a  default  thereunder  or give  rise  to a right  of
               acceleration of an obligation of Purchaser No. 1; or

          (iii)conflict  with  or  violate  any  provision  of the  Articles  of
               Incorporation or By-Laws of Purchaser No. 1.

10.3 Brokers  and  Finders.
     ---------------------

     No broker,  finder or other person or entity  acting in a similar  capacity
     has  participated  on  behalf  of  Purchaser  No. 1 in  bringing  about the
     transaction  herein  contemplated,  or rendered  any service  with  respect
     thereto or been in any way involved therewith.

Purchaser No. 2 hereby represents and warrants to the Sellers that the following
statements  are  true  and  correct  as  of  the  date  hereof.


                                        -53-
<PAGE>
10.4 Organization,  Good  Standing  and  Power  of  Purchaser  No.  2.
     ----------------------------------------------------------------

     (a)  Purchaser No. 2 is a corporation duly  incorporated,  validly existing
          and in good  standing  under the laws of the State of Delaware and has
          full  corporate  power and lawful  authority  to execute,  deliver and
          perform  this  Agreement  and  conduct  Business  No. 2 of the Sellers
          currently  conducted  by the Sellers in each of the  jurisdictions  in
          which the Sellers currently conduct Business No. 2, which are the only
          jurisdictions  where the failure to be so qualified by Purchaser No. 2
          will have a  material  adverse  effect on the  business  prospects  or
          financial condition of Purchaser No. 2.

10.5 Status  of  Agreements.
     ----------------------

     (a)  All  requisite  corporate  action  (including  action  of its Board of
          Directors) to approve, execute, deliver and perform this Agreement and
          each of the other  agreements,  instruments  and other documents to be
          delivered by and on behalf of Purchaser No. 2 ("Other  Purchaser No. 2
          Documents") in connection  herewith has been taken by Purchaser No. 2.
          This  Agreement  has been duly and validly  executed and  delivered by
          Purchaser  No. 2and  constitutes  the valid and binding  obligation of
          Purchaser No. 2 enforceable  in accordance  with its terms.  All Other
          Purchaser No. 2 Documents in connection  herewith will,  when executed
          and  delivered,   constitute  the  valid  and  binding  obligation  of
          Purchaser No. 2 enforceable in accordance with their respective terms.

     (b)  No  authorization,  approval,  consent  or order of, or  registration,
          declaration or filing with, any court,  governmental body or agency or
          other public or private body, entity or person is required (except for
          Purchaser No. 2's primary lender, Deutsche Financial Services Company,
          whose consent shall be obtained  prior to Closing) in connection  with
          the execution,  delivery or performance of this Agreement or any Other
          Purchaser No. 2 Documents in connection herewith.

     (c)  Neither the execution,  delivery nor  performance of this Agreement or
          any of the Other Purchaser No. 2 Documents in connection herewith does
          or will:


                                        -54-
<PAGE>
          (i)  conflict  with,  violate or result in any breach of any judgment,
               decree, order, statute,  ordinance, rule or regulation applicable
               to Purchaser No. 2;

          (ii) conflict  with,  violate or result in any breach of any agreement
               or  instrument  to which  Purchaser  No. 2 is a party or by which
               Purchaser  No. 2 or any of  Purchaser's  assets or  properties is
               bound, or constitute a default thereunder or give rise to a right
               of acceleration of an obligation of Purchaser No. 2; or

          (iii)conflict  with  or  violate  any  provision  of the  Articles  of
               Incorporation  or By-Laws of  Purchaser  No. 2.

10.6 Brokers and Finders.
     -------------------

     No broker,  finder or other person or entity  acting in a similar  capacity
     has  participated  on  behalf  of  Purchaser  No. 2 in  bringing  about the
     transaction  herein  contemplated,  or rendered  any service  with  respect
     thereto or been in any way involved therewith.

10.7 Full  Disclosure
     ----------------

     None of the  representations  and warranties made by Purchaser No. 1 herein
     contains or will contain,  to the best of Purchaser No. 1's knowledge,  any
     untrue  statement of material fact or omits or will omit any material fact.
     None of the  representations  and warranties made by Purchaser No. 2 herein
     contains or will contain,  to the best of Purchaser No. 2's knowledge,  any
     untrue statement of material fact or omits or will omit any material fact.


                                       11.
                               INTERIM OPERATIONS
                               ------------------

11.1 Sellers'  Covenants.
     -------------------

     From the date of the  December 31, 1999 Pro Forma  Balance  Sheet No. 1 and
     the December 31, 1999 Pro Forma  Balance  Sheet No. 2 to the Closing  Date,
     and except as set forth on the Disclosure Schedule, the Sellers shall not:

          (i)  change its  articles  of  incorporation  or bylaws or articles of
               organization or operating agreements or merge or consolidate with
               or into any entity, or acquire control of any entity, or obligate
               itself to do so;


                                        -55-
<PAGE>
          (ii) issue or  agree  to issue  any  shares  of the  capital  stock of
               DataNet  or  any  stock  options,   warrants,  rights,  calls  or
               commitments of any character calling for or permitting the issue,
               transfer, sale or delivery of any such capital stock, or issue or
               agree to issue any membership interest in DTP, DTS and DP, or any
               options,  warrants, rights, calls or commitments of any character
               calling for or permitting the issue,  transfer,  sale or delivery
               of any such membership interest;

          (iii)declare,  set aside or pay any dividend or other  distribution on
               or in respect of shares of its capital stock, or purchase, redeem
               or otherwise acquire,  or agree to purchase,  redeem or otherwise
               acquire, any of its capital stock;

          (iv) authorize,  guarantee or incur  indebtedness  for borrowed money,
               including  but not limited to,  borrowing  for the payment of any
               taxes, except in the ordinary course of business;

          (v)  sell or agree to sell any of the  Purchased  Assets  No. 1 and/or
               Purchased  Assets  No.  2,  except  in  the  ordinary  course  of
               business;

          (vi) mortgage,  pledge or subject to any security  interest any of the
               Purchased Assets No. 1 and/or Purchased Assets No. 2;

          (vii)make  any   capital   expenditures   or  capital   additions   or
               betterments,  or commitments  therefor,  aggregating in excess of
               $5,000.00;

          (viii) refrain and cause its officers, employees and agents to refrain
               from seeking  other offers to purchase the stock or assets of any
               Seller;

          (ix) enter  into any  long-term  contractual  arrangements  or blanket
               purchase  orders  which  extend past the Closing Date without the
               express written consent of Purchaser No. 1 and Purchaser No. 2;

          (x)  increase  the  salaries  of  any  existing  employees,  hire  new
               managers or  employees,  pay or award  bonuses,  make  loans,  or
               permit draws by any  individuals  without  Purchaser  No. 1's and
               Purchaser No. 2's express written consent.


                                        -56-
<PAGE>
11.2 Conduct  of  Business.
     ---------------------

     Each  Seller  will   operate  the   Business  No.  1  and  Business  No.  2
     substantially  as presently  operated  and only in the  ordinary  course of
     business and, consistent with such operation,  will use its best efforts to
     preserve intact for the benefit of Purchaser No. 1 and Purchaser No. 2, the
     present business  organization of the Business No. 1 and the Business No. 2
     and the  relationships and good will of suppliers,  customers,  clients and
     others having  business  relations  with Business No. 1 and Business No. 2.
     Without limiting the generality of the foregoing, each Seller will not take
     any of the actions  contemplated  by, or which would give rise to, a result
     contemplated by Section 9.15(a) hereof.

11.3 Access  to  Information.
     -----------------------

     From the date hereof until  Closing,  each Seller  shall make  available or
     cause  to  be  made  available  to  the  accountants,  attorneys  or  other
     representatives  of Purchaser  No. 1 and  Purchaser  No. 2 for  examination
     during normal business hours,  upon  reasonable  requests,  all properties,
     assets,  books of accounts,  title papers,  insurance policies,  contracts,
     leases,  commitments,  records  and  other  documents  of  every  character
     relating to the Business No. 1 and Business No. 2.

11.4 Other  Actions.
     --------------

     From the date hereof until  Closing,  each Seller shall not take any action
     which shall prevent the representations, warranties and covenants of Seller
     set forth herein from being true and correct at the Closing.


                                        -57-
<PAGE>
                                        12.
                 SURVIVAL OF AND RELIANCE UPON REPRESENTATIONS,
                   WARRANTIES AND AGREEMENTS; INDEMNIFICATION
                   ------------------------------------------

12.1 Survival  of  Representations  and  Warranties.
     ----------------------------------------------

     The parties acknowledge and agree that all representations,  warranties and
     agreements  contained in this  Agreement or in any  agreement,  instrument,
     exhibit,  certificate,  schedule or other document  delivered in connection
     herewith,  shall  survive the Closing and  continue to be binding  upon the
     party giving such representation,  warranty or agreement and shall be fully
     enforceable to the extent provided for in Sections 12.3 and 12.4 hereof, at
     law or in equity,  for the  period  beginning  on the date of  Closing  and
     ending  three  (3)  years  thereafter,   except  for  the  representations,
     warranties and  agreements  designated and identified in Sections 3.1, 3.2,
     3.3, 3.4, 4.2,  9.3,  9.11,  9.12,  9.13,  9.16,  10.2 and 10.4 which shall
     survive the Closing and shall  terminate in accordance  with the statute of
     limitations  governing written contracts in the State of North Carolina and
     Exhibits I, I-1, I-2 and I-3, and Exhibits J, J-1, J-2, J-3, J-4, J-5, J-6,
     J-7, J-8, J-9, J-10, J-11, J-12, J-13, J-14 and J-15, which shall terminate
     as provided therein.

12.2 Reliance  Upon  and  Enforcement  of  Representations,  Warranties  and
     -----------------------------------------------------------------------
     Agreements.
     ----------

     (a)  Each Seller hereby agrees that, notwithstanding any right of Purchaser
          No. 1 and/or Purchaser No. 2 to fully  investigate the affairs of each
          Seller,   and   notwithstanding   knowledge  of  facts  determined  or
          determinable  by Purchaser  No. 1 and/or  Purchaser  No. 2 pursuant to
          such  investigation  or right of  investigation,  Purchaser No. and/or
          Purchaser No. 2 have the right to rely fully upon the representations,
          warranties  and  agreements of any Seller  contained in this Agreement
          and upon the accuracy of any document, certificate or exhibit given or
          delivered to Purchaser  No. 1 and/or  Purchaser  No. 2 pursuant to the
          provisions of this Agreement.

     (b)  Purchaser   No.  1  and/or   Purchaser   No.  2  hereby   agree  that,
          notwithstanding  any  right of any  Seller  to fully  investigate  the
          affairs of Purchaser No. 1 and/or Purchaser No. 2, and notwithstanding
          knowledge of facts  determined or  determinable by any Seller pursuant
          to such investigation or right of investigation,  each Seller have the
          right  to  rely  fully  upon  the   representations,   warranties  and
          agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this
          Agreement  and upon  the  accuracy  of any  document,  certificate  or
          exhibit given or delivered to each Seller  pursuant to the  provisions
          of this Agreement.


                                        -58-
<PAGE>
12.3 Indemnification  by  Sellers,  Shareholders  and  Members.
     ---------------------------------------------------------

     Provided  Purchaser  No. 1 and/or  Purchaser No. 2 make a written claim for
     indemnification  against any Seller,  and/or  Shareholders  and/or  Members
     within any  applicable  survival  period  specified  in Section  12.1,  and
     subject  to the  limitations  set  forth  in  Section  12.7,  each  Seller,
     Shareholders and Members (jointly and severally), shall indemnify Purchaser
     No. 1 and/or Purchaser No. 2 against and hold them harmless from:

     (i)  any and all loss,  damage,  liability or deficiency  resulting from or
          arising  out of any  inaccuracy  in or breach  of any  representation,
          warranty,  covenant,  or  obligation  made or  incurred  by any Seller
          herein or in any other agreement,  instrument or document delivered by
          or on  behalf  of  any  Seller  pursuant  to  the  provisions  of  the
          Agreement;

     (ii) any imposition (including by operation of law) or attempted imposition
          by a third party upon  Purchaser  No. 1 and/or  Purchaser No. 2 of any
          liability of any Seller  which  Purchaser  No. 1 has not  specifically
          agreed to assume  pursuant  to Section  3.1 of this  Agreement  and/or
          which Purchaser No. 2 has not  specifically  agreed to assume pursuant
          to Section 3.2 of this Agreement;

     (iii)any  liability  (except for any Assumed  Liabilities  No. 1 or Assumed
          Liabilities No. 2 described in Sections 3.1 and 3.2,  respectively) or
          other  obligation  incurred by or imposed upon  Purchaser No. 1 and/or
          Purchaser  No. 2  resulting  from the failure of the parties to comply
          with the provisions of any law relating to bulk transfers which may be
          applicable to the transaction herein contemplated;

     (iv) any and  all  costs  and  expenses  (including  reasonable  legal  and
          accounting fees) related to any of the foregoing.

     Except as  otherwise  provided in this  Agreement,  nothing in this Section
     12.3 shall be construed to limit the amount to which, or the time by which,
     by reason of offset or otherwise, that Purchaser No. 1 and/or Purchaser No.
     2 may recover from any Seller or any  Shareholder or any Member pursuant to
     this  Agreement  resulting  from any Seller's or any  Shareholder's  or any
     Member's breach or violation of any representation,  warranty,  covenant or
     agreement contained herein.

     Any  amounts  to which  Purchaser  No.  1 and/or  Purchaser  No.  2,  their
     successors  or  assigns,  is entitled  to  indemnification  pursuant to the
     provisions  of this  Section,  shall  first be offset  against  the  amount
     payable to Seller against the subordinated  promissory  notes, then against
     any payments due under Section 4.6.  Provided,  however,  the offset in any
     one year may not exceed the  aggregate  amount  payable  of  principal  and
     interest  due on said  applicable  subordinated  promissory  notes for said
     year, and any amount, if any, payable under Section 4.6 for such year.


                                        -59-
<PAGE>
12.4 Indemnification  by  Purchaser  No.  1  and/or  Purchaser  No.  2.
     -----------------------------------------------------------------

     Provided  Shareholders  and/or any Seller  and/or any Member make a written
     claim for  indemnification  against Purchaser No. 1 and/or Purchaser No. 2,
     as applicable,  within any applicable  survival period specified in Section
     12 and subject to the limitation set forth in Section 12.8, Purchaser No. 1
     and/or Purchaser No. 2, as applicable, shall indemnify each Seller and each
     Shareholder and each Member against and hold them harmless from any and all
     loss, damage, liability or deficiency resulting from or arising out of: (i)
     any Assumed  Liabilities  of Purchaser No. 1 or any Assumed  Liabilities of
     Purchaser  No. 2 , as  applicable;  (ii) any  liability of Purchaser  No. 1
     and/or  Purchaser No. 2 arising out of Purchaser  No. 1's and/or  Purchaser
     No. 2's  operations  subsequent  to the Closing  (except to the extent such
     liability is the result of a breach of a covenant or warranty of any Seller
     hereunder);  (iii)  any  inaccuracy  in or  breach  of any  representation,
     warranty, covenant or obligation made or incurred by Purchaser No. 1 and/or
     Purchaser  No.  2,  as  applicable   herein  or  in  any  other  agreement,
     instrument, or document delivered by or on behalf of Purchaser No. 1 and/or
     Purchaser No. 2 pursuant to the provisions of this Agreement;  and (iv) any
     and  all  related  costs  and  expenses  (including  reasonable  legal  and
     accounting  fees).  Except as otherwise  provided  herein,  nothing in this
     Section 12.4 shall be  construed to limit the amount to which,  or the time
     by which,  by reason of offset or  otherwise,  that any Seller may  recover
     from  Purchaser  No. 1 and/or  Purchaser  No. 2 pursuant to this  Agreement
     resulting  from its breach or  violation of any  representation,  warranty,
     covenant or agreement contained herein.


                                        -60-
<PAGE>
12.5 Notification  of  and  Participation  in  Claims.
     ------------------------------------------------

     (a)  No claim for indemnification shall arise until notice thereof is given
          to the party from whom indemnity is sought.  Such notice shall be sent
          within ten (10) days after the party to be  indemnified  has  received
          notification  of such claim,  but  failure to notify the  indemnifying
          party  shall  in no  event  prejudice  the  right  of the  party to be
          indemnified under this Agreement,  unless the indemnifying party shall
          be  prejudiced  by such  failure  and then only to the  extent of such
          prejudice.  In the event that any legal proceeding shall be instituted
          or any claim or demand is  asserted  by any third  party in respect of
          which Sellers/Shareholders/Members on the one hand, or Purchaser No. 1
          and/or Purchaser No. 2, as applicable,  on the other hand, may have an
          obligation to indemnify the other,  the party  asserting such right to
          indemnity  (the "Party to be  Indemnified")  shall give or cause to be
          given to the party from whom  indemnity  is sought (the  "Indemnifying
          Party") written notice thereof and the  Indemnifying  Party shall have
          the right, at its option and expense, to participate in the defense of
          such  proceeding,  claim or demand,  but not to control  the  defense,
          negotiation  or settlement  thereof,  which control shall at all times
          rest with the Party to be Indemnified,  unless the Indemnifying  Party
          irrevocably  acknowledges in writing full and complete  responsibility
          for  and  agrees  to  provide  indemnification  of  the  Party  to  be
          Indemnified,  in which case such  Indemnifying  Party may assume  such
          control through counsel of its choice and at its expense. In the event
          the   Indemnifying   Party  assumes   control  of  the  defense,   the
          Indemnifying  Party shall not be  responsible  for the legal costs and
          expenses of the Party to be  Indemnified  in the event the Party to be
          Indemnified decides to join in such defense.  The parties hereto agree
          to  cooperate  fully with each other in  connection  with the defense,
          negotiation  or settlement  of any such third party legal  proceeding,
          claim or demand.

     (b)  If the  Party to be  Indemnified  is also the  party  controlling  the
          defense,  negotiation or settlement of any matter, and if the Party to
          be Indemnified  determines to compromise  the matter,  the Party to be
          Indemnified  shall  immediately  advise the Indemnifying  Party of the
          terms and conditions of the proposed  settlement.  If the Indemnifying
          Party  agrees to accept  such  proposal,  the Party to be  Indemnified
          shall  proceed to  conclude  the  settlement  of the  matter,  and the
          Indemnifying  Party  shall  immediately  indemnify  the  Party  to  be
          Indemnified pursuant to the terms of Sections 12.3 and 12.4 hereunder.
          If the Indemnifying  Party does not agree within fourteen (14) days to
          accept  the  settlement  (said  14-day  period  to begin on the  first
          business day following the date such party receives a complete copy of
          the settlement  proposal),  the Indemnifying  Party shall  immediately
          assume control of the defense,  negotiation or settlement  thereof, at
          that  Indemnifying  Party's  expense.  Thereafter,  the  Party  to  be
          Indemnified  shall be  indemnified  in the entirety for any  liability
          arising out of the ultimate  defenses,  negotiation  or  settlement of
          such matter.


                                        -61-
<PAGE>
     (c)  If the  Indemnifying  Party  is the  party  controlling  the  defense,
          negotiation or settlement of any matter,  and the  Indemnifying  Party
          determines  to compromise  the matter,  the  Indemnifying  Party shall
          immediately  advise  the  Party to be  Indemnified  of the  terms  and
          conditions of the proposed settlement.  If the Party to be Indemnified
          agrees to accept such proposal,  the Indemnifying  Party shall proceed
          to conclude the settlement of the matter and immediately indemnify the
          Party to be Indemnified pursuant to the terms of Sections 12.3 or 12.4
          hereunder.  If the  Party  to be  Indemnified  does not  agree  within
          fourteen  (14) days to accept the  settlement  (said 14-day  period to
          begin on the first business day following the date such party receives
          a  complete  copy  of  the  settlement  proposal),  the  Party  to  be
          Indemnified   shall   immediately   assume  control  of  the  defense,
          negotiation or settlement  thereof,  at the Party to be  Indemnified's
          expense.  If the final  amount  paid to resolve the claim is less than
          the  amount  of  the  original   proposed   settlement   made  by  the
          Indemnifying  Party,  then the Party to be  Indemnified  shall receive
          such  indemnification  pursuant  to  Sections  12.3  or  12.4  hereof,
          including any and all expenses incurred by the Party to be Indemnified
          incurred in connection with the defense,  negotiation or settlement of
          such matter up to the maximum of the original proposed settlement.  If
          the amount  finally  paid to resolve  the claim is equal to or greater
          than the amount of the original  proposed  settlement  proposed by the
          Indemnifying   Party,  then  the  Indemnifying   Party  shall  provide
          indemnification  pursuant to Sections  12.3 and 12.4 for the amount of
          the original  settlement proposal submitted by the Indemnifying Party,
          and the Party to be Indemnified  shall be responsible  for all amounts
          in  excess  of  the  original  settlement  proposal  submitted  by the
          Indemnifying Party and all costs and expenses incurred by the Party to
          be  Indemnified  in  connection  with  such  defense,  negotiation  or
          settlement.


                                        -62-
<PAGE>
12.6 Excluded  Liabilities.
     ---------------------

     (a)  Notwithstanding  anything  contained  herein to the  contrary,  in the
          event any Excluded  Liability  would attach to Purchased  Assets No. 1
          and/or Purchased Assets No. 2 under any successor liability statute or
          otherwise,  notwithstanding  the  fact  that  such  liability  was  an
          Excluded  Liability,  Seller and  Shareholders  and  Members  shall be
          jointly and  severally  responsible  for the payment of such  Excluded
          Liability  and the lien on  Purchased  Assets  No. 1 and/or  Purchased
          Assets   No.  2  (which   would   represent   a  breach   of   certain
          representations under the Agreement) related to such liability.

12.7 Limitation  on  Liability.
     -------------------------

     The maximum liability that any Shareholder may be individually  required to
     pay to Purchaser  No. 1 and Purchaser No. 2 under this Section 12 shall not
     exceed an amount equal to the total consideration paid to Sellers hereunder
     by  Purchaser  No.  1 and  Purchaser  No.  2  hereunder  multiplied  by the
     following respective percentages:

               R.  Stitt          -          77.32%
               G.  Stitt          -          10.31%
               J.  Eacho          -          10.31%
               R.  Washington     -           2.06%

12.8 Limitation  on  Liability.
     -------------------------

     Notwithstanding  anything contained in this Agreement to the contrary,  the
     maximum amount that Purchaser No. 1 and/or  Purchaser No. 2, as applicable,
     may be collectively required to pay to the Sellers under this Section 12 as
     a  result  of  any  and  all  breaches   shall  be  limited  to  the  total
     consideration  paid under this  Agreement by Purchaser  No. 1 and Purchaser
     No. 2, as applicable, to the Sellers.


                                        -63-
<PAGE>
                                       13.
                                   THE CLOSING
                                   -----------

13.1 Date,  Time  and  Place  of  Closing.
     ------------------------------------

     Consummation of the transactions  contemplated hereby (the "Closing") shall
     take place on July 28, 2000 (the "Closing  Date"),  at 9:00 a.m. EDT at the
     offices of Lindhorst & Dreidame, 312 Walnut Street, Suite 2300, Cincinnati,
     Ohio 45202,  or on such other  Closing  Date,  or at such other time and/or
     place as the parties may mutually agree upon.

13.2 Conditions  Precedent  to  Purchaser  No.  1's  and  Purchaser  No. 2's
     -----------------------------------------------------------------------
     obligations.
     -----------

     The  obligation  of Purchaser  No. 1 and/or  Purchaser  No. 2 to perform in
     accordance  with this Agreement and to consummate the  transactions  herein
     contemplated is subject to the satisfaction of the following  conditions at
     or before the Closing:

     (a)  Each  Seller  shall  have  complied  with  and  performed  all  of the
          representations,   warranties,   agreements  and  covenants  hereunder
          required to be performed by it prior to or at the Closing;

     (b)  There  shall be no  pending  or  threatened  legal  action  which,  if
          successful,   would  prohibit   consummation  or  require  substantial
          rescission of the transactions contemplated by this Agreement;

     (c)  The business, aggregate properties and operations of the Sellers shall
          not have been materially  adversely  affected as a result of any fire,
          accident or other  casualty or any labor  disturbance or act of God or
          the public  enemy,  and there  shall  otherwise  have been no material
          adverse change to the business, aggregate properties, or operations of
          the Sellers since December 31, 1999;

     (d)  Each Seller shall have  delivered to Purchaser No. 1 and/or  Purchaser
          No.  2,  as  applicable,  at or  before  the  Closing,  the  following
          documents,  all of which  shall be in form  and  substance  reasonably
          acceptable to Purchaser No. 1 and Purchaser No. 2 and its counsel:

          (i)  The instruments of transfer required by Sections 2.6 and 2.7;

          (ii) Releases  (or  copies  thereof)  of all liens,  claims,  charges,
               encumbrances,  security  interests and  restrictions on Purchased
               Assets  No. 1 and  Purchased  Assets No. 2  necessary  to provide
               Purchaser No. 1 with good title to each of the  Purchased  Assets
               No. 1 at the  Closing  and to provide  Purchaser  No. 2 with good
               title to each of the Purchased Assets no. 2 at the Closing;


                                        -64-
<PAGE>
          (iii)Certified  copies of the corporate  actions taken by the Board of
               Directors and Shareholders of DataNet  authorizing the execution,
               delivery and performance of this Agreement;

          (iv) Certified  copies of the actions of the members taken by DTP, DTS
               and DP  authorizing  the execution,  delivery and  performance of
               this Agreement;

          (v)  Certificates  of Existence  for each Seller from the Secretary of
               State of North  Carolina  dated no earlier than fifteen (15) days
               prior to Closing;

          (vi) Opinion  Letter of Bailey and Dixon,  containing the opinions set
               forth in Exhibit K;

          (vii)Each  Seller and each  Shareholder  shall have  entered  into the
               non-competition   agreements  as  set  forth  in  the  respective
               Exhibits;

          (viii) R.  Stitt,  G.  Stitt,  J. Eacho and R.  Washington  shall have
               entered into his respective Employment Agreement set forth in the
               respective Exhibits;

     (e)  DataNet  will  adopt  and file  with the  Secretary  of State of North
          Carolina an Amendment  to the Charter of DataNet  changing the name of
          DataNet to a name substantially  dissimilar to DATANET, INC., and each
          Seller  shall  execute a Consent  for Use of Similar  Name form as set
          forth in Section 9.19.

     (f)  Purchaser No. 1 and Purchaser No. 2 shall have received  assurances in
          form and  substance  satisfactory  to it (that may  include  insurance
          certificates) that each Seller has made all provisions necessary under
          applicable law, with regard to an employer's obligation to provide for
          a continuation of health insurance and other benefits of any employee,
          who  is  not  employed  by  such  Seller   following   termination  of
          employment.

13.3 Conditions  Precedent  to  Seller's  Obligations.
     ------------------------------------------------

     The obligation of each Seller to perform in accordance  with this Agreement
     and to consummate the  transactions  herein  contemplated is subject to the
     satisfaction of the following conditions at or before the Closing:


                                        -65-
<PAGE>
     (a)  Performance  by  Purchaser  No.  1 and  Purchaser  No. 2 of all of the
          representations,  warranties, agreements and covenants to be performed
          by it at or before the Closing;

     (b)  There  shall be no  pending  or  threatened  legal  action  which,  if
          successful,   would  prohibit   consummation  or  require  substantial
          rescission of the transactions contemplated by this Agreement;

     (c)  Purchaser  No. 1 shall deliver to the Sellers at or before the Closing
          the following  documents,  all of which shall be in form and substance
          acceptable to the Sellers and their counsel:

          (i)  A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate amount to be paid to DataNet at the Closing pursuant to
               Section 4.3(a) hereof;

          (ii) A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount to be paid to DTS at the  Closing  pursuant  to
               Section 4.3(b) hereof;

          (iii)A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount to be paid to DTP at the  Closing  pursuant  to
               Section 4.3(c) hereof;

          (iv) A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount  to be paid to DP at the  Closing  pursuant  to
               Section 4.3(d) hereof;

          (v)  A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount  to be  paid to  Escrow  Agent  at the  Closing
               pursuant to Section 4.3(e) hereof;

          (vi) A Promissory Note as set forth in Section 4.3(f) hereof;

          (vii)An assumption of liability  agreement under which Purchaser No. 1
               assumes the liabilities set forth in Section 3.1;

          (viii) Certified  copies of the  corporate  actions taken by Purchaser
               No. 1 authorizing the execution, delivery and performance of this
               Agreement;

          (ix) Certificate  of  Good  Standing  for  Purchaser  No.  1 from  the
               Secretary of State of Delaware dated no earlier than fifteen (15)
               days prior to the date of Closing;


                                        -66-
<PAGE>
          (x)  Opinion Letter of Lindhorst & Dreidame, counsel for Purchaser No.
               1, addressed to Seller and dated the Closing Date, containing the
               opinions set forth in Exhibit L;

     (d)  Purchaser  No. 2 shall deliver to the Sellers at or before the Closing
          the following  documents,  all of which shall be in form and substance
          acceptable to Sellers and their counsel:

          (i)  A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate amount to be paid to DataNet at the Closing pursuant to
               Section 4.4(a) hereof;

          (ii) A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount to be paid to DTS at the  Closing  pursuant  to
               Section 4.4(b) hereof;

          (iii)A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount to be paid to DTP at the  Closing  pursuant  to
               Section 4.4(c) hereof;

          (iv) A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount  to be paid to DP at the  Closing  pursuant  to
               Section 4.4(d) hereof;

          (v)  A certified  or bank  cashier's  check or wire  transfer  for the
               aggregate  amount  to be  paid to  Escrow  Agent  at the  Closing
               pursuant to Section 4.4(e) hereof;

          (vi) A Promissory Note as set forth in Section 4.4(f) hereof;

          (vii)An assumption of liability  agreement under which Purchaser No. 2
               assumes the liabilities set forth in Section 3.2;

          (viii) Certified  copies of the  corporate  actions taken by Purchaser
               No. 2 authorizing the execution, delivery and performance of this
               Agreement;

          (ix) Certificate  of  Good  Standing  for  Purchaser  No.  2 from  the
               Secretary of State of Delaware dated no earlier than fifteen (15)
               days prior to the date of Closing;


                                        -67-
<PAGE>
          (x)  Opinion  Letter of  Lindhorst & Dreidame  Co.,  LPA,  counsel for
               Purchaser No. 2,  addressed to Seller and dated the Closing Date,
               containing the opinions set forth in Exhibit M.

     (e)  Purchaser No. 1 shall have entered into the Employment Agreements with
          R.  Stitt,  G.  Stitt,  J.  Eacho  and R.  Washington  as set forth in
          Exhibits I, I-1, I-2 and I-3.

     (f)  Purchaser No. 1 shall have entered into a Lease Agreement with Richard
          C. Stitt and Beth J. Stitt in the form attached hereto as Exhibit N.


                                       14.
                               GENERAL PROVISIONS
                               ------------------

14.1 Publicity.
     ---------

     All public  announcements  relating to this  Agreement or the  transactions
     contemplated  hereby will be made by Purchaser  No. 1 and  Purchaser  No. 2
     with the consent of the Sellers,  which  consent  will not be  unreasonably
     withheld,  except  for any  disclosure  which may be  required  because  of
     Purchaser   No.   1's   being   a   publicly-traded   corporation   on  the
     over-the-counter market.

14.2 Expenses.
     --------

     Purchaser  No. 1 will  bear  and pay all of its  expenses  incident  to the
     transactions contemplated by this Agreement which are incurred by Purchaser
     No. 1 or its representatives,  Purchaser No. 2 will bear and pay all of its
     expenses incident to the transactions  contemplated by this Agreement which
     are incurred by  Purchaser  No. 2 or its  representatives,  and each Seller
     shall  bear  and  pay  all of the  expenses  incident  to the  transactions
     contemplated  by this Agreement  which are incurred by such Seller or their
     respective representatives.

14.3 Notices.
     -------

     All notices and other communications required by this Agreement shall be in
     writing  and  shall be  deemed  given if  delivered  by hand or  mailed  by
     registered  mail  or  certified  mail,  return  receipt  requested,  to the
     appropriate  party at the following address (or at such other address for a
     party as shall be specified by notice pursuant hereto):


                                        -68-
<PAGE>
     (a)  If to Purchaser No. 1, to:

               Pomeroy  Computer  Resources,  Inc.
               1020  Petersburg  Road
               Hebron,  Kentucky  41048

     (b)  If  to  Purchaser  No.  2,  to

               Pomeroy  Select  Integration  Solutions,  Inc.
               1020  Petersburg  Road
               Hebron,  Kentucky  41048

          With  a  copy  to:

               James  H.  Smith  III,  Esq.
               Lindhorst  &  Dreidame
               312  Walnut  Street,  Suite  2300
               Cincinnati,  Ohio  45202

     (c)  If to Seller, to:

               DataNet,  Inc.
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587

               DataNet  Technical  Services,  LLC
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587

               DataNet  Tangible  Products,  LLC
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587

               DataNet  Programming,  LLC
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587

          With  a  copy  to:

               Cathleen  Plaut,  Esq.
               Bailey  &  Dixon,  L.L.P.
               2500  Two  Hanover  Square
               Raleigh,  North  Carolina  27602-1351

     (d)  If to Shareholders, to:

               Richard  Stitt
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587


                                        -69-
<PAGE>
     (e)  If to Members, to:

               DataNet,  Inc.
               5001  White  Flag  Way
               Wake  Forest,  North  Carolina  27587


14.4 Binding  Effect.
     ---------------

     Except as may be otherwise  provided  herein,  this  Agreement  and all the
     provisions  hereof  shall be binding  upon and inure to the  benefit of the
     parties  hereto  and  their  respective   heirs,   legal   representatives,
     successors and assigns.

14.5 Headings.
     --------

     The headings in this  Agreement  are  intended  solely for  convenience  of
     reference   and  shall  be  given  no  effect   in  the   construction   or
     interpretation of this Agreement.

14.6 Exhibits.
     --------

     The  Exhibit  and  Disclosure   Schedule  referred  to  in  this  Agreement
     constitute an integral part of this Agreement as if fully rewritten herein.

14.7 Counterparts.
     ------------

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

14.8 Governing  Law.
     --------------

     This  Agreement  shall be construed in accordance  with and governed by the
     laws of the State of North  Carolina,  without regard to its laws regarding
     conflict of laws.

14.9 Severability.
     ------------

     If any provision of this Agreement shall be held unenforceable, invalid, or
     void to any extent for any reason, such provision shall remain in force and
     effect to the maximum extent allowable,  if any, and the  enforceability or
     validity  of the  remaining  provisions  of  this  Agreement  shall  not be
     affected thereby.


                                        -70-
<PAGE>
14.10 Waivers;  Remedies  Exclusive.
      -----------------------------

     No waiver of any right or option  hereunder by any party shall operate as a
     waiver of any  other  right or  option,  or the same  right or option  with
     respect to any  subsequent  occasion for its  exercise,  or of any right to
     damages.  No waiver by any party of any breach of this  Agreement or of any
     representation  or warranty  contained herein shall be held to constitute a
     waiver of any other breach or a continuation of the same breach.  No waiver
     of any of the provisions of this Agreement  shall be valid and  enforceable
     unless such waiver is in writing and signed by the party granting the same.
     Except as otherwise  provided in the  Subordinated  Promissory  Notes,  the
     Employment  Agreements,  Lease  Agreement  and the  Covenant Not to Compete
     Agreements,  the  indemnification  provided  for by Section 12 herein shall
     constitute  the  exclusive  remedy of any  party  with  respect  to (i) the
     matters  for which  such  indemnification  is  provided  and (ii) any other
     matters arising out of, relating to or connected with this Agreement or the
     transactions  contemplated  hereby,  and  whether  any  claims or causes of
     action  asserted  with respect to any such matters are brought in contract,
     tort or other legal theory  whatsoever.  Such limitations set forth in this
     Section  14.10  shall not impair the rights of any of the  parties:  (a) to
     seek non-monetary equitable relief, including (without limitation) specific
     performance  or injunctive  relief to address any default or breach of this
     Agreement;  or  (b)  to  seek  enforcement,   collection,  damages  or  any
     non-monetary  equitable relief to address any subsequent  default or breach
     of any transfer document,  assumption, consent or agreement to be delivered
     at Closing  hereunder.  In connection with the seeking of any  non-monetary
     equitable relief,  each of the parties acknowledge and agree that the other
     parties  hereto  would  be  damaged  irrevocably  in the  event  any of the
     provisions of this  Agreement  are not  performed in accordance  with their
     specific terms or otherwise are breached.  Accordingly, each of the parties
     hereto  agree  that  the  other  parties  hereto  shall be  entitled  to an
     injunction or  injunctions  or prevent  breaches of the  provisions of this
     Agreement  and to enforce  specifically  this  Agreement  and the terms and
     provisions  hereof by any  competent  court  having  jurisdiction  over the
     parties.

14.11 Assignments.
      -----------

     Except as otherwise  provided in this Agreement,  no party shall assign its
     rights or obligations  hereunder prior to Closing without the prior written
     consent of the other party.


                                        -71-
<PAGE>
14.12 Entire  Agreement.
      -----------------

     This Agreement and the  agreements,  instruments  and other documents to be
     delivered  hereunder  constitute  the entire  understanding  and  agreement
     concerning the subject matter hereof. All negotiations  between the parties
     hereto are merged into this  Agreement,  and there are no  representations,
     warranties, covenants, understandings, or agreements, oral or otherwise, in
     relation thereto between the parties other than those  incorporated  herein
     and to be delivered hereunder.  Except as otherwise expressly  contemplated
     by this  Agreement,  nothing  expressed  or  implied in this  Agreement  is
     intended or shall be construed so as to grant or confer on any person, firm
     or  corporation  other than the  parties  hereto  any  rights or  privilege
     hereunder. No supplement, modification or amendment of this Agreement shall
     be binding unless executed in writing by the parties hereto.

14.13 Business  Records.
      -----------------

     Each Seller,  Shareholder and Member shall be permitted to retain copies of
     such books and records  relating to Purchased Assets No. 1 and/or Purchased
     Assets No. 2 and relating to the accounting and tax matters of Business No.
     1 and/or  Business  No. 2 and to have  access  to all  original  copies  of
     records  so  delivered  to  Purchaser  No.  1  and/or  Purchaser  No.  2 at
     reasonable times, for any reasonable business purpose,  for a period of six
     (6) years after the Closing.

14.14 Dissolution  of  DataNet.
      ------------------------

     Purchaser No. 1 and Purchaser No. 2 acknowledge that following the Closing,
     DataNet may adopt a plan of  liquidation  with the intent to  dissolve  the
     corporation. Provided, however, DataNet and each Shareholder agree that the
     plan of  liquidation  will not be  effectuated  and  implemented by DataNet
     until all the conditions set forth in Section 2 of this Agreement regarding
     the transfer of all the respective  purchased  assets have been effectuated
     by DataNet.  DataNet  acknowledges that Purchaser No. 1 and Purchaser No. 2
     will suffer  irreparable  harm in the event that  DataNet  would  liquidate
     prior  to  satisfying  all of its  obligations  under  the  terms  of  this
     Agreement and the exhibits hereto.


                                       15.
                                      LEASE
                                      -----

15.1 At Closing,  R. Stitt and Beth J. Stitt will cancel the current  lease with
     DataNet for the real estate located at 2724 Discovery Drive, Raleigh, North
     Carolina. As a condition of Closing of this Agreement, R. Stitt and Beth J.
     Stitt shall enter into a Lease  Agreement  with Purchaser No. 1 in the form
     attached hereto as Exhibit O.


                                        -72-
<PAGE>
     The  parties hereto have executed this Agreement as of the date first above
written.

WITNESSES:                                    DATANET,  INC.


___________________________                By:__________________________________


___________________________                Its: ________________________________



                                              DATANET TECHNICAL SERVICES, LLC


___________________________                By:__________________________________


___________________________                Its: ________________________________


                                              DATANET  TANGIBLE  PRODUCTS,  LLC


___________________________                By:__________________________________


___________________________                Its: ________________________________


                                              DATANET  PROGRAMMING,  LLC


___________________________                By:__________________________________


___________________________                Its: ________________________________



                                        -73-
<PAGE>
___________________________                SHAREHOLDERS:

___________________________                _____________________________________
                                             RICHARD  STITT

___________________________


___________________________                _____________________________________
                                             GREGORY  STITT

___________________________


___________________________                _____________________________________
                                             JEFFREY  EACHO

___________________________


___________________________                _____________________________________
                                             RICHARD  WASHINGTON


                                             POMEROY  COMPUTER  RESOURCES, INC.

___________________________


___________________________                By:__________________________________
                                                Stephen  E.  Pomeroy
                                                Chief  Financial  Officer


                                             POMEROY  SELECT  INTEGRATION
___________________________                  SOLUTIONS,  INC.


___________________________                By:__________________________________
                                                Stephen  E.  Pomeroy
                                                CEO  and  President


                                        -74-
<PAGE>