DATAMAX INTERNATIONAL CORP S-1/A

AMENDMENT NO. 1 TO FORM S-1

AMENDED AND RESTATED CERTIFICATE

BYLAWS OF THE COMPANY

LONG-TERM PERFORMANCE INCENTIVE PLAN

EMPLOYEE STOCK PURCHASE PLAN

EMPLOYMENT AGREEMENT

NONQUALIFIED STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT

AMENDED AND RESTATED STOCK OPTION AGREEMENT

CONSULTING AND NONCOMPETE AGREEMENT

STOCKHOLDERS AGREEMENT

TRANSITION SERVICES AGREEMENT

NONCOMPETITION AGREEMENT

LEASE BETWEEN JOHN HANCOCK MUTUAL LIFE AND DATAMAX