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                                                                   EXHIBIT  10.4
                                                                   -------------

                                                 [DEUTSCHE BANK SECURITIES LOGO]

                                                  Deutsche Bank Securities, Inc.
                                                  31 West 52nd Street
                                                  New York, NY 10019

                                                  Telephone: (212) 469-5000

As of March 23, 2000

TELXON SYSTEMS SERVICES INC.
Attn: John Castle
Tel: 330-664-1000
Fax: 330-664-2009

THIS CONFIRMATION SUPERSEDES ALL PREVIOUS CONFIRMATIONS WITH RESPECT TO THE
TRANSACTION EVIDENCED HEREBY.

FIRST TRANSACTION AMENDMENT DBS REFERENCE NO. 23824-A

Dear Sir/Madam,

The purpose of this facsimile agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between DEUTSCHE BANK AG
ACTING THROUGH ITS LONDON BRANCH ("PARTY A") and TELXON SYSTEMS SERVICES, INC.
("PARTY B") on the Trade Date specified below (the "Transaction"). For purposes
of the ISDA Master Agreement referred to below, Component #1 and Component #2 of
this Transaction shall constitute a single Transaction. This Confirmation
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below. This Confirmation constitutes the entire agreement and
understanding of the parties with respect to the subject matter and terms of the
Transaction and supersedes all prior or contemporaneous written and oral
communications with respect thereto.

DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES
EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. ("DBS") HAS ACTED SOLELY AS
AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF
ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF
EITHER PARTY UNDER THE TRANSACTION.

The definitions and provisions contained in the 1996 ISDA Equity Derivatives
Definitions (the "Equity Definitions"), as published by the International Swaps
and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between the Equity Definitions and this
Confirmation, this Confirmation will govern.

1.   This Confirmation evidences a complete and binding agreement between Party
     A and Party B as to the terms of the Transaction to which this Confirmation
     relates. In addition Party A and Party B agree to use all reasonable
     efforts promptly to negotiate, execute and deliver an agreement in the form
     of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form")
     with such modifications as you and we will in good faith agree. Upon
     execution by Party A and Party B of such an agreement, this Confirmation
     will supplement, form part of, and be subject to that agreement. All
     provisions contained or incorporated by reference in that agreement upon
     its execution will govern this Confirmation. Until we execute and deliver
     that agreement, this Confirmation, together with all other documents
     referring to the ISDA Form (each a "Confirmation") confirming transactions
     (each a "Transaction") entered into between us (notwithstanding anything to
     the contrary in a Confirmation) shall supplement, form a part of, and be
     subject to an agreement in the form of the ISDA Form as if we had executed
     an agreement on the Trade Date of the first such Transaction between us in
     such form with the Schedule thereto (i) specifying only that (a) the
     governing law is the law of the State of New York without reference to
     choice of law doctrine and (b) the Termination Currency is U.S., Dollars,
     (ii) incorporating the addition to the definition of "Indemnifiable Tax"
     contained in (page 48 of) the ISDA "Users Guide to the 1992 ISDA Master
     Agreements" and (iii) incorporating any other modifications to the ISDA
     form specified below.

          "Loss" payment measure and "Second Method" payment method shall apply
          to this Transaction.

          MODIFICATIONS TO THE ISDA FORM:


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     (a) "Threshold" means, with respect to Party A: 3% of its shareholders'
     equity (i.e., the sum of capital and disclosed reserves as reported in the
     most recently published annual audited consolidated financial statements of
     Deutsche Bank AG).

     "Threshold" means, with respect to Party B or any Credit Support Provider:
     the higher of $50,000,000 or 1% of its shareholders' equity (as calculated
     in accordance with generally accepted accounting principles applicable to
     it).

     (b) The "Cross Default" provision of Section 5(a)(vi) of the ISDA Master
     Agreement will apply to both parties and is hereby amended by adding the
     following at the end hereof:

     and if, and only if, the other party determines in good faith that it has
     reasonable grounds to conclude that the performance by the Defaulting Party
     of its financial obligations hereunder is endangered.

     If such provisions apply:

     For Party A and Party B, "Specified Indebtedness" will mean (x) all
     obligations of that person identified as Specified Indebtedness in Section
     14 of the ISDA Master Agreement (except as excluded in the proviso to this
     definition below), as well as all reimbursement obligations in respect of
     letters of credit or financial guaranty insurance or surety bonds issued
     for the account of that person, provided, however, that obligations in
     respect of interbank deposits received shall not constitute Specified
     Indebtedness for purposes of clause (2) of Section 5(a)(iv) of the ISDA
     Master Agreement to the extent they are not paid when due only as the
     result of inadvertence or administrative error and (y) all Derivatives
     Transactions (other than any Specified Transaction) of the party.

     "Derivative Transaction" in the case of a party, means: any transaction
     (including an agreement with respect thereto) now existing or hereafter
     entered into between such party (or any Credit Support Provider of such
     party or any applicable Specified Entity of such party) and any other
     person or entity (including, without limitation, the other party),
     including without limitation any rate swap transaction, basis swap, forward
     rate transaction, commodity swap, commodity option, equity or equity index
     swap, equity or equity index option, bond option, interest rate option,
     repurchase or reverse repurchase transaction, foreign exchange transaction,
     commodity transaction, credit derivative transaction, securities lending
     transaction, cap transaction, floor transaction, collar transaction,
     currency swap transaction, cross-currency rate swap transaction, currency
     option, any transaction that is a "swap agreement", "commodity contract",
     or "forward contract" under the U.S. Bankruptcy Code as amended, or any
     other similar transaction (including any option with respect to any of
     these transactions).

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

GENERAL TERMS

     Trade Date:                March 23, 2000

     Option Style:              European

     Shares:                    "CSCO", Cusip# 1727R102, common stock of
                                Cisco Systems, Inc.. (the "Issuer").

     Number of Options:         20,800

     Option Entitlement:        100 Share(s) per Option

     Multiple Exercise:         Inapplicable

     Exchange:                  The Nasdaq Stock Market, or any successor to
                                such exchange or quotation system.



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     Related Exchange(s):       Any relevant exchange or recognized
                                quotation system (and any other successor
                                thereto) on which futures and/or options
                                contracts on the Share is traded, as
                                determined by the Calculation Agent.

     Calculation Agent:         Party A

     Netting of Premiums:       Applicable. Netting of Premium payments
                                shall occur between Component #1 and
                                Component #2 for this Transaction.

     Premium:                   USD 0.00


COMPONENT #1:

     Option Type:               Put

     Seller:                    Party A

     Buyer:                     Party B

     Strike Price:              USD 66.7508

     Premium:                   USD 0.00

     Premium Payment Date:      Inapplicable

     Component #1 Option
     Seller's Agent
     Telephone Number and
     Facsimile Number and
     Contact Details for
     Purpose of Giving
     Notice:                    John Castle
                                Tel: (330) 664-1000


COMPONENT #2 OPTION:

     Option Type:               Call

     Seller:                    Party B

     Buyer:                     Party A

     Strike Price:              USD 94.2508

     Premium:                   USD 0.00

     Premium Payment Date:      Inapplicable

     Component #2 Option
     Seller's Agent
     Telephone Number and
     Facsimile Number and
     Contact Details for
     Purpose of Giving
     Notice:                    Gary Zentner
                                Tel: (212) 469-4940


PROCEDURE FOR EXERCISE:

     Expiration Time:           5:00 p.m. (local time in New York)

     Expiration Date:           March 26, 2001

     Automatic Exercise:        Applicable



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     Linked Transaction:        Neither Component #1 nor Component #2 of
                                this Transaction may be exercised,
                                transferred or terminated independently of
                                the other. Upon exercise of either of
                                Component #1 or Component #2, the other
                                component shall automatically be terminated
                                and the Buyer and Seller of such terminated
                                component shall have no further rights or
                                obligations thereunder.


VALUATION:

     Valuation Time:            4:00 p.m. (New York time)

     Valuation Date:            The Expiration Date

SETTLEMENT TERMS:

     SETTLEMENT:                THIS TRANSACTION SHALL BE PHYSICALLY-SETTLED
                                UNLESS PARTY B REQUESTS IN WRITING OR
                                TELEPHONICALLY (CONFIRMED IN WRITING) NOT
                                LATER THAN 12:00 P.M. (LOCAL TIME IN NEW
                                YORK), TEN (10) EXCHANGE BUSINESS DAYS PRIOR
                                TO THE EXERCISE DATE THAT THE TRANSACTION
                                WILL BE CASH-SETTLED. FAILURE TO PROVIDE
                                WRITTEN CONFIRMATION WILL NOT AFFECT THE
                                VALIDITY OF AN ORAL NOTICE.

WITH RESPECT TO THE EXERCISE DATE, IF PARTY B DOES NOT GIVE NOTICE OF ITS
ELECTION TO CASH-SETTLE, THEN THE OPTION SHALL BE PHYSICALLY-SETTLED AND THE
FOLLOWING TERMS SHALL APPLY;

     PHYSICAL SETTLEMENT:       APPLICABLE

     FAILURE TO DELIVER:        APPLICABLE

     REFERENCE PRICE:           THE LAST SALE PRICE PER SHARE ON THE EXCHANGE
                                AT THE EXPIRATION TIME ON THE EXPIRATION DATE.

With respect to the Exercise Date, if Party B does give notice of its election
to Cash-settle, then the Option shall be Cash-settled and the following terms
shall apply;

     Cash Settlement:           Applicable

     Settlement Price:          The last sale price per Share quoted by the
                                Exchange at the Valuation Time on the
                                Valuation Date.

     Strike Price
     Differential:              (i) In the case of the Put, an amount equal
                                to the greater of (a) the excess of the
                                Strike Price over the Settlement Price, and
                                (b) zero.

                                (ii) In the case of the Call, an amount
                                equal to the greater of (a) the excess of
                                the Settlement Price over the Strike Price,
                                and (b) zero.

     Cash Settlement
     Payment Date:              3 Currency Business Days after the Valuation
                                Date.


ADJUSTMENTS:

     Method of Adjustment:      Calculation Agent Adjustment

     Potential Adjustment       Section 9.1(e) of the Equity Definitions is
     Events:                    amended by replacing the existing words in
                                subparagraph (iii) with the words, "an
                                Extraordinary Cash Dividend".



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EXTRAORDINARY CASH DIVIDEND:    Means, as determined by the Calculation
                                Agent, (i) any cash dividend declared on the
                                Shares at a time when the Issuer has not
                                previously declared or paid dividends on
                                such Shares for the prior four quarterly
                                periods; (ii) any cash dividend declared on
                                the Shares that is greater than the Expected
                                Dividend Amount; or (iii) any other
                                "special" cash dividend on the Shares which
                                is, by its terms or declared intent,
                                declared and paid outside the normal
                                operations or normal dividend procedures of
                                the Issuer; PROVIDED that, in all cases, the
                                related ex-dividend date occurs during the
                                period from and including the Trade Date to
                                and including the Expiration Date.

                                For purposes hereof, "Expected Dividend
                                Amount" shall mean USD 0.00.


STRIKE PRICE ADJUSTMENT:        In the event of an Extraordinary Cash
                                Dividend, the Strike Price of the Put Option
                                and the Call Option shall be decreased by an
                                amount equal to the sum of the Excess
                                Dividend Amount and the Interest Amount, as
                                determined by the Calculation Agent.

                                For purposes hereof,

                           (1)  "Excess Dividend Amount" shall mean, (a) in
                                the case of the Extraordinary Cash Dividend
                                described in (i) above, the amount of the
                                cash dividend; (b) in the case of the
                                Extraordinary Cash Dividend described in
                                (ii) above, the amount by which the relevant
                                cash dividend exceeds the Expected Dividend
                                Amount; and (c) in the case of the
                                Extraordinary Cash Dividend described in
                                (iii) above, the amount of the "special"
                                cash dividend.

                           (2)  "Interest Amount" shall mean the product of
                                (a) the Excess Dividend Amount and (b) the
                                prevailing LIBOR rate (or such other swap
                                rate as provided by the Calculation Agent)
                                with a designated maturity that most closely
                                approximates the number of days from and
                                including the relevant ex-dividend date to
                                but excluding the Expiration Date and (c)
                                the number of days elapsed from and
                                including such relevant ex-dividend date to
                                and including the Expiration Date DIVIDED by
                                360.


EXTRAORDINARY EVENTS:

     Consequences of Merger Events:

     (a)  Share-for-Share:      Calculation Agent Adjustment

     (b)  Share-for-Other:      Merger Event Termination (as defined below)

     (c)  Share-for-Cash:       Means a Share-for-Other Merger Event in
                                which the Other Consideration consists
                                solely of cash. The Consequence of such
                                Merger Event shall be Merger Event
                                Termination (as defined below)

     (d)  Share-for-Combined:   Merger Event Termination (as defined below)

     Calculation Agent
     Adjustment:                For purposes of the relevant Consequence of
                                Merger Event for which Calculation Agent
                                applies, the Calculation Agent will make
                                such adjustments, effective as of the Merger
                                Date, in respect of the Strike Price, Number
                                of Options, Option Entitlement and any


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                                other variable relevant to the exercise,
                                settlement or payment terms of the
                                Transaction, as the Calculation Agent
                                determines appropriate in its good faith
                                commercially reasonable judgment, with
                                reference (as deemed appropriate) to any
                                relevant adjustment rules and precedents in
                                effect for any primary options exchange for
                                exchange traded options on the relevant
                                Shares.

     Merger Event
     Termination:               For purposes of the relevant Consequences of
                                Merger Event for which Merger Event Termination
                                applies, effective as of the Merger Date, the
                                Transaction shall be terminated and, in such
                                connection, the Calculation Agent shall
                                determine the Early Termination Amount.

NATIONALIZATION OR INSOLVENCY:  Extraordinary Event Termination (as defined
                                below).

     Extraordinary Event
     Termination:               For purposes of a Nationalization or Insolvency
                                event effective as of the date designated by
                                the Calculation Agent (the "Event Date"), the
                                Transaction shall be terminated and, in such
                                connection, the Calculation Agent shall
                                determine the Early Termination Amount.

MISCELLANEOUS:

     Additional Termination
     Event(s):                  The occurrence of the following events shall
                                constitute an Additional Termination Event with
                                respect to this Transaction solely and the
                                amount payable by either party will be
                                determined by the Calculation Agent using the
                                valuation methods provided for in Early
                                Termination Amount. The affected party shall
                                give written notice to the other party and the
                                Calculation Agent indicating the effective date
                                of termination ("Event Date") and final
                                settlement thereof.

                           (a)  Any "Hedging Disruption Event", which term
                                shall mean with respect to either party any
                                inability, due to market illiquidity,
                                Illegality (as defined in the ISDA Form, but
                                with respect to the Transaction hedge), or lack
                                of availability of hedging transaction market
                                participants, to establish, re-establish or
                                maintain any hedging transaction(s) necessary
                                in the normal course of such party's business
                                of hedging the price and market risk of
                                entering into and performing under the
                                Transaction.

                           (b)  Any "Regulatory Change" that: (a) shall subject
                                Party A or any of its Affiliates to any loss
                                due to the characterization of any payments or
                                deliveries made under this Transaction; (b)
                                shall impose or adversely modifies any reserve,
                                special deposit, compulsory loan or similar
                                requirement against assets acquired or to be
                                acquired pursuant to this Transaction; (c)
                                shall, in Party A's good faith determination
                                (taking into account Party A's policies with
                                respect to net capital and capital adequacy)
                                affect the amount of capital to be maintained
                                by Party A or any Affiliate, or the amount of
                                such regulatory capital is increased as a
                                direct or indirect consequence of this
                                Transaction; or (d) shall have the effect of
                                reducing the rate of return on Party A's
                                capital as a direct or indirect consequence of
                                this Transaction;

                           "Regulatory Change" shall mean the introduction or
                           change after the Trade Date of this Transaction in
                           the United States or the United Kingdom (or other
                           relevant jurisdiction of the Issuer or Exchange
                           respecting the Shares) of any law or regulation or in



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                           the interpretation application or administration
                           thereof, or the adoption or making after such date of
                           any directive by the United States or the United
                           Kingdom (or above referenced other jurisdiction)
                           court or governmental authority or any requests
                           (whether or not having the force of law) of any
                           regulatory authority having jurisdiction over Party A
                           or its Affiliates;

                           (c)  Any "Issuer Disruption Event", which term
                                shall mean any legal or regulatory action,
                                order or proceeding affecting the Issuer, as
                                a result of which the related Shares are no
                                longer (or any Settlement Shares are not)
                                freely tradeable (as determined by the
                                Calculation Agent), including without
                                limitation the issuance of any regulatory
                                stop order respecting the Shares (or any
                                Settlement Shares), cessation of the
                                effectiveness of any registration statement
                                relating to the Shares (or any Settlement
                                Shares), the delisting or ceasing of trading
                                of the Shares on the Exchange (other than by
                                reason of a Market Disruption Event).


     Early Termination
     Amount:                    The Calculation Agent shall determine
                                termination amounts employing (among other
                                considerations) the following factors: (A)
                                the average of the Transaction option
                                volatility (using Calculation Agent's
                                Black-Scholes-derived option pricing model)
                                for a sixty (60) day historical period
                                (i.e., "60-day trailing volatility")
                                immediately preceding, and ending on, the
                                Event Date (or Announcement Date, in the
                                case of the relevant Merger Event); and (B)
                                the then prevailing market pricing (or the
                                Calculation Agent's good faith determination
                                of pricing) of the relevant Shares as of the
                                Event Date (or Merger Date, in the case of
                                the relevant Merger Event).


3.   COLLATERAL:

     Party B hereby pledges and grants to Party A a continuing first priority
     security interest in and a lien upon and right of set-off against, with
     power of sale, all of its right title and interest in and to the Shares to
     secure the prompt and complete payment and performance when due of Party
     B's obligations under the Transaction until fully paid and performed. The
     parties agree that this Confirmation constitutes, among other things, a
     security agreement with respect to the Shares under Articles 8 and 9 of the
     New York Uniform Commercial Code ("NYUCC").

     The Shares subject to this pledge ("Pledge") shall be the same as the
     Shares underlying the Transaction, and the pledge of the Shares shall
     secure Party B's obligations under the Transaction. In connection with the
     occurrence and continuation of an Event of Default or Termination Event
     with respect to Party B, Party A and its affiliates shall be entitled to
     realize upon any and all Shares pledged to Party A to satisfy Party B
     obligations under any and all then-outstanding Transactions.

     In order to perfect the security interest of Party A in the Shares,
     Party B shall deliver and pledge such Shares as security hereunder in
     accordance with such procedures as required by Party A from time to
     time and take such other action as Party A may request to establish the
     "control" (within the meaning of Section 8-106 of the NYUCC) of Party A
     and/or Party A's Collateral Custodian over the Shares including the
     following express grant of control: Party A, Party B and Deutsche Bank
     Securities Inc. ("DBSI") agree that DBSI is authorized and agrees to
     transfer the Shares to a securities account of Party A, to be held in a
     segregated manner. Party A, Party B and DBSI agree that DBSI is
     authorized and agrees to act on instructions (including entitlement
     orders under the NYUCC) originated by Party A without further consent
     of Party B as required by the NYUCC.



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     Each party hereto agrees that the Shares credited to a securities
     account will be treated as a "Financial Asset" under the NYUCC.
     "Collateral Custodian" means a "securities intermediary" (as defined in
     the NYUCC) and/or, in the case of cash, a financial institution
     designated by Party A as its agent to hold the Shares in accordance
     with the terms of this Pledge. The Collateral Custodian may be an
     affiliate of Party A or an unaffiliated securities intermediary and/or
     financial institution in the United States.

     In the event that an Event of Default or Termination Event has occurred
     and is continuing with respect to Party B, Party A may exercise in
     respect of the Shares, in addition to the rights and remedies otherwise
     available to it, all the rights and remedies of a secured party on
     default under the NYUCC, and Party A may sell the Shares or any part
     thereof upon such terms as Party A may deem commercially reasonable. To
     the extent permitted by applicable law, Party A or its affiliates may
     be the purchaser of the whole or any part of the Shares so sold. In the
     event that an Event of Default or Termination Event has occurred and is
     continuing in connection with the Shares, Party A is hereby authorized
     and empowered, at its election, to act with respect to the Shares or
     the proceeds thereof as though Party A were the outright owner thereof,
     Party B hereby irrevocably constituting Party A as its proxy and
     attorney-in-fact, coupled with an interest, with full power of
     substitution to do so.

     The parties hereto agree that Party A is entitled, but not required, to
     take ownership of the Shares pledged herein, in full satisfaction of
     the delivery obligations of Party B under the Transaction, free of any
     lien or pledge on such Shares.

4.   REPRESENTATIONS:

     Each party represents to the other party as of the date that it enters
     into this Transaction that (absent a written agreement between the
     parties that expressly imposes affirmative obligations to the contrary
     for this Transaction):

     (i)      NON-RELIANCE. It is acting for its own account, and it has
              made its own independent decisions to enter into this
              Transaction and as to whether the Transaction is appropriate
              or proper for it based upon its own judgement and upon advice
              from such advisers as it has deemed necessary. It is not
              relying on any communication (written or oral) of the other
              party as investment advice or as a recommendation to enter
              into this Transaction, it being understood that information
              and explanations related to the terms and conditions of this
              Transaction shall not be considered to be investment advice or
              a recommendation to enter into the Transaction. No
              communication (written or oral) received from the other party
              shall be deemed to be an assurance or guarantee as to the
              expected results of this Transaction.

     (ii)     ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
              merits of and understanding (on its own behalf or through
              independent professional advice), and understands and accepts
              the terms and conditions and risks of this Transaction. It is
              also capable of assuming, and assumes, the risks of the
              Transaction.

      (iii)   STATUS OF PARTIES. The other party is not acting as a
              fiduciary for or adviser to it in respect of this Transaction.

      (iv)    U.S. FEDERAL SECURITIES LAWS. It understands that the offer
              and sale of the Options constituting a Transaction is intended
              to be exempt from registration under the US Securities Act of
              1933, as amended (the "Securities Act"), by virtue of Section
              4(2) thereof. In furtherance thereof, it represents and
              warrants that (a) it is experienced in investing in or
              otherwise entering into options and other financial
              instruments similar to the Transaction and has determined that
              the Transaction is suitable investment for it, and (b) it is
              an institution which qualifies as an "accredited investor" or
              "qualified institutional buyer" as such terms are defined
              under relevant regulations promulgated under the Securities
              Act.



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5.   ACCOUNT DETAILS:

     Payment to PARTY A in USD:           Attn: John Canale
                                          Bank of New York
                                          ABA # 021000018
                                          A/C # 8900327634
                                          A/C Deutsche Bank Securities Inc.
                                          FBO: Deutsche Bank AG London

     Payment to PARTY B in USD:           Please Advise

6.   CONTACT NAMES PARTY A:

     Confirmations:                       Tarana Oommen
     Telephone:                           (212) 469-2786
     Fax No.:                             (212) 469-5220

     Payments/Fixings:                    Richard Kennedy
     Telephone:                           (212) 469-4927
     Fax No.:                             (212) 469-4992




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Each Party has agreed to make payments to the other in accordance with this
Confirmation. Please confirm that the foregoing correctly sets forth the terms
of our agreement by sending a return executed acknowledgment hereof to such
effect to the contact person named above who is responsible for the
administration of this Transaction. The time of execution of this Transaction
will be made available by Party A upon written request.

Party A is regulated by the Securities and Futures Authority

We are very pleased to have concluded this Transaction with you.

Regards,


DEUTSCHE BANK AG, LONDON BRANCH                  REVIEWED BY:


By: /s/ James S. Rowen                          By: /s/ William Davis
    ---------------------------                     -----------------------
Name:   James S. Rowen                                  William Davis
Title:  Attorney-in-Fact



By: /s/ Tanara Oomen                            By: /s/ Gary Zentner
    ---------------------------                     -----------------------
Name:   Tarana Oommen                                   Gary Zentner
Title:  Attorney-in-Fact



DEUTSCHE BANK SECURITIES INC.
acting solely as Agent in
connection with this Transaction


By: /s/ James S. Rowen
    ---------------------------
Name:   James S. Rowen
Title:  Managing Director


By: /s/ Tanara Oomen
    ---------------------------
Name:   Tarana Oommen
Title:  Vice President

Confirmed and Acknowledged as of
the date first above written:


TELXON SYSTEMS SERVICES INC.


By: /s/ Woody M. McGee
    ---------------------------
Name:   Woody M. McGee
Title:  VP CFO



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                                                 [DEUTSCHE BANK SECURITIES LOGO]

                                                  Deutsche Bank Securities, Inc.
                                                  31 West 52nd Street
                                                  New York, NY 10019

                                                  Telephone: (212) 469-5000


As of March 23, 2000

TELXON SYSTEMS SERVICES INC.
Attn: John Castle, VP & Treasurer
Tel: 330-664-1000
Fax: 330-664-2009

SHARE OPTION TRANSACTION CASH OR PHYSICAL SETTLEMENT-DBS REFERENCE NO. 23825

Dear Sir/Madam,

The purpose of this facsimile agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between DEUTSCHE BANK AG
ACTING THROUGH ITS LONDON BRANCH ("PARTY A") and TELXON SYSTEMS SERVICES, INC.
("PARTY B") on the Trade Date specified below (the "Transaction"). For purposes
of the ISDA Master Agreement referred to below, Component #1 and Component #2 of
this Transaction shall constitute a single Transaction. This Confirmation
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below. This Confirmation constitutes the entire agreement and
understanding of the parties with respect to the subject matter and terms of the
Transaction and supersedes all prior or contemporaneous written and oral
communications with respect thereto.

DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES
EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. ("DBS") HAS ACTED SOLELY AS
AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF
ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF
EITHER PARTY UNDER THE TRANSACTION.

The definitions and provisions contained in the 1996 ISDA Equity Derivatives
Definitions (the "Equity Definitions"), as published by the International Swaps
and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between the Equity Definitions and this
Confirmation, this Confirmation will govern.

1.   This Confirmation evidences a complete and binding agreement between Party
     A and Party B as to the terms of the Transaction to which this Confirmation
     relates. In addition Party A and Party B agree to use all reasonable
     efforts promptly to negotiate, execute and deliver an agreement in the form
     of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form")
     with such modifications as you and we will in good faith agree. Upon
     execution by Party A and Party B of such an agreement, this Confirmation
     will supplement, form part of, and be subject to that agreement. All
     provisions contained or incorporated by reference in that agreement upon
     its execution will govern this Confirmation. Until we execute and deliver
     that agreement, this Confirmation, together with all other documents
     referring to the ISDA Form (each a "Confirmation") confirming transactions
     (each a "Transaction") entered into between us (notwithstanding anything to
     the contrary in a Confirmation) shall supplement, form a part of, and be
     subject to an agreement in the form of the ISDA Form as if we had executed
     an agreement on the Trade Date of the first such Transaction between us in
     such form with the Schedule thereto (i) specifying only that (a) the
     governing law is the law of the State of New York without reference to
     choice of law doctrine and (b) the Termination Currency is U.S., Dollars,
     (ii) incorporating the addition to the definition of "Indemnifiable Tax"
     contained in (page 48 of) the ISDA "Users Guide to the 1992 ISDA Master
     Agreements" and (iii) incorporating any other modifications to the ISDA
     form specified below.

          "Loss" payment measure and "Second Method" payment method shall apply
          to this Transaction.


          MODIFICATIONS TO THE ISDA FORM:



                                       1
<PAGE>   12


     (a) "Threshold" means, with respect to Party A: 3% of its shareholders'
     equity (i.e., the sum of capital and disclosed reserves as reported in the
     most recently published annual audited consolidated financial statements of
     Deutsche Bank AG).

     "Threshold" means, with respect to Party B or any Credit Support Provider:
     the higher of $50,000,000 or 1% of its shareholders' equity (as calculated
     in accordance with generally accepted accounting principles applicable to
     it).

     (b) The "Cross Default" provision of Section 5(a)(vi) of the ISDA Master
     Agreement will apply to both parties and is hereby amended by adding the
     following at the end hereof:

     and if, and only if, the other party determines in good faith that it has
     reasonable grounds to conclude that the performance by the Defaulting Party
     of its financial obligations hereunder is endangered.

     If such provisions apply:

     For Party A and Party B, "Specified Indebtedness" will mean (x) all
     obligations of that person identified as Specified Indebtedness in Section
     14 of the ISDA Master Agreement (except as excluded in the proviso to this
     definition below), as well as all reimbursement obligations in respect of
     letters of credit or financial guaranty insurance or surety bonds issued
     for the account of that person, provided, however, that obligations in
     respect of interbank deposits received shall not constitute Specified
     Indebtedness for purposes of clause (2) of Section 5(a)(iv) of the ISDA
     Master Agreement to the extent they are not paid when due only as the
     result of inadvertence or administrative error and (y) all Derivatives
     Transactions (other than any Specified Transaction) of the party.

     "Derivative Transaction" in the case of a party, means: any transaction
     (including an agreement with respect thereto) now existing or hereafter
     entered into between such party (or any Credit Support Provider of such
     party or any applicable Specified Entity of such party) and any other
     person or entity (including, without limitation, the other party),
     including without limitation any rate swap transaction, basis swap, forward
     rate transaction, commodity swap, commodity option, equity or equity index
     swap, equity or equity index option, bond option, interest rate option,
     repurchase or reverse repurchase transaction, foreign exchange transaction,
     commodity transaction, credit derivative transaction, securities lending
     transaction, cap transaction, floor transaction, collar transaction,
     currency swap transaction, cross-currency rate swap transaction, currency
     option, any transaction that is a "swap agreement", "commodity contract",
     or "forward contract" under the U.S. Bankruptcy Code as amended, or any
     other similar transaction (including any option with respect to any of
     these transactions).

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

GENERAL TERMS

     Trade Date:                    March 23, 2000

     Option Style:                  European

     Shares:                        "CSCO", Cusip# 1727R102, common stock of
                                    Cisco Systems, Inc.. (the "Issuer").

     Number of Options:             20,800

     Option Entitlement:            100 Share(s) per Option

     Multiple Exercise:             Inapplicable

     Exchange:                      The Nasdaq Stock Market, or any successor to
                                    such exchange or quotation system.



                                       2
<PAGE>   13

     Related Exchange(s):           Any relevant exchange or recognized
                                    quotation system (and any other successor
                                    thereto) on which futures and/or options
                                    contracts on the Share is traded, as
                                    determined by the Calculation Agent.

     Calculation Agent:             Party A

     Netting of Premiums:           Applicable. Netting of Premium payments
                                    shall occur between Component #1 and
                                    Component #2 for this Transaction.

     Premium:                       USD 0.00


COMPONENT #1:

     Option Type:                   Put

     Seller:                        Party A

     Buyer:                         Party B

     Strike Price:                  USD 59.3340

     Premium:                       USD 0.00

     Premium Payment Date:          Inapplicable

     Component #1 Option
     Seller's Agent Telephone
     Number and Facsimile
     Number and Contact
     Details for Purpose of
     Giving Notice:                 John Castle
                                    Tel: (330) 664-1000


COMPONENT #2 OPTION:

     Option Type:                   Call

     Seller:                        Party B

     Buyer:                         Party A

     Strike Price:                  USD 106.9866

     Premium:                       USD 0.00

     Premium Payment Date:          Inapplicable

     Component #2 Option
     Seller's Agent Telephone
     Number and Facsimile
     Number and Contact
     Details for Purpose of
     Giving Notice:                 Gary Zentner
                                    Tel: (212) 469-4940


PROCEDURE FOR EXERCISE:

     Expiration Time:               5:00 p.m. (local time in New York)

     Expiration Date:               March 26, 2001

     Automatic Exercise:            Applicable



                                       3
<PAGE>   14

     Linked Transaction:            Neither Component #1 nor Component #2 of
                                    this Transaction may be exercised,
                                    transferred or terminated independently of
                                    the other. Upon exercise of either of
                                    Component #1 or Component #2, the other
                                    component shall automatically be terminated
                                    and the Buyer and Seller of such terminated
                                    component shall have no further rights or
                                    obligations thereunder.

VALUATION:

     Valuation Time:                4:00 p.m. (New York time)

     Valuation Date:                The Expiration Date

SETTLEMENT TERMS:

With respect to the Exercise Date, if Party B does give notice of its election
to Cash-settle, then the Option shall be Cash-settled and the following terms
shall apply;

     Cash Settlement:               Applicable

     Settlement Price:              The last sale price per Share quoted by the
                                    Exchange at the Valuation Time on the
                                    Valuation Date.

     Strike Price Differential:     (i) In the case of the Put, an amount equal
                                    to the greater of (a) the excess of the
                                    Strike Price over the Settlement Price, and
                                    (b) zero.

                                    (ii) In the case of the Call, an amount
                                    equal to the greater of (a) the excess of
                                    the Settlement Price over the Strike Price,
                                    and (b) zero.

     Cash Settlement
     Payment Date:                  3 Currency Business Days after the Valuation
                                    Date.

ADJUSTMENTS:

     Method of Adjustment:          Calculation Agent Adjustment

     Potential Adjustment Events:   Section 9.1(e) of the Equity Definitions is
                                    amended by replacing the existing words in
                                    subparagraph (iii) with the words, "an
                                    Extraordinary Cash Dividend".

EXTRAORDINARY CASH DIVIDEND:        Means, as determined by the Calculation
                                    Agent, (i) any cash dividend declared on the
                                    Shares at a time when the Issuer has not
                                    previously declared or paid dividends on
                                    such Shares for the prior four quarterly
                                    periods; (ii) any cash dividend declared on
                                    the Shares that is greater than the Expected
                                    Dividend Amount; or (iii) any other
                                    "special" cash dividend on the Shares which
                                    is, by its terms or declared intent,
                                    declared and paid outside the normal
                                    operations or normal dividend procedures of
                                    the Issuer; PROVIDED that, in all cases, the
                                    related ex-dividend date occurs during the
                                    period from and including the Trade Date to
                                    and including the Expiration Date.

                                    For purposes hereof, "Expected Dividend
                                    Amount" shall mean USD 0.00.



                                       4
<PAGE>   15


STRIKE PRICE ADJUSTMENT:            In the event of an Extraordinary Cash
                                    Dividend, the Strike Price of the Put Option
                                    and the Call Option shall be decreased by an
                                    amount equal to the sum of the Excess
                                    Dividend Amount and the Interest Amount, as
                                    determined by the Calculation Agent.

                                    For purposes hereof,

                               (1)  "Excess Dividend Amount" shall mean, (a) in
                                    the case of the Extraordinary Cash Dividend
                                    described in (i) above, the amount of the
                                    cash dividend; (b) in the case of the
                                    Extraordinary Cash Dividend described in
                                    (ii) above, the amount by which the relevant
                                    cash dividend exceeds the Expected Dividend
                                    Amount; and (c) in the case of the
                                    Extraordinary Cash Dividend described in
                                    (iii) above, the amount of the "special"
                                    cash dividend.

                               (2)  "Interest Amount" shall mean the product of
                                    (a) the Excess Dividend Amount and (b) the
                                    prevailing LIBOR rate (or such other swap
                                    rate as provided by the Calculation Agent)
                                    with a designated maturity that most closely
                                    approximates the number of days from and
                                    including the relevant ex-dividend date to
                                    but excluding the Expiration Date and (c)
                                    the number of days elapsed from and
                                    including such relevant ex-dividend date to
                                    and including the Expiration Date DIVIDED by
                                    360.

EXTRAORDINARY EVENTS:

     Consequences of Merger Events:

     (a)  Share-for-Share:          Calculation Agent Adjustment

     (b)  Share-for-Other:          Merger Event Termination (as defined below)

     (c)  Share-for-Cash:           Means a Share-for-Other Merger Event in
                                    which the Other Consideration consists
                                    solely of cash. The Consequence of such
                                    Merger Event shall be Merger Event
                                    Termination (as defined below)

     (d)  Share-for-Combined:       Merger Event Termination (as defined below)

     Calculation Agent Adjustment:  For purposes of the relevant Consequence of
                                    Merger Event for which Calculation Agent
                                    applies, the Calculation Agent will make
                                    such adjustments, effective as of the Merger
                                    Date, in respect of the Strike Price, Number
                                    of Options, Option Entitlement and any other
                                    variable relevant to the exercise,
                                    settlement or payment terms of the
                                    Transaction, as the Calculation Agent
                                    determines appropriate in its good faith
                                    commercially reasonable judgment, with
                                    reference (as deemed appropriate) to any
                                    relevant adjustment rules and precedents in
                                    effect for any primary options exchange for
                                    exchange traded options on the relevant
                                    Shares.

     Merger Event Termination:      For purposes of the relevant Consequences of
                                    Merger Event for which Merger Event
                                    Termination applies, effective as of the
                                    Merger Date, the Transaction shall be
                                    terminated and, in such connection, the
                                    Calculation Agent shall determine the Early
                                    Termination Amount.

NATIONALIZATION OR INSOLVENCY:      Extraordinary Event Termination (as defined
                                    below).

     Extraordinary Event
     Termination:                   For purposes of a Nationalization or
                                    Insolvency event effective as of the date
                                    designated by the Calculation Agent (the
                                    "Event Date"),



                                       5
<PAGE>   16


                                    the Transaction shall be terminated and, in
                                    such connection, the Calculation Agent shall
                                    determine the Early Termination Amount.

MISCELLANEOUS:

     Additional Termination
     Event(s):                      The occurrence of the following events shall
                                    constitute an Additional Termination Event
                                    with respect to this Transaction solely and
                                    the amount payable by either party will be
                                    determined by the Calculation Agent using
                                    the valuation methods provided for in Early
                                    Termination Amount. The affected party shall
                                    give written notice to the other party and
                                    the Calculation Agent indicating the
                                    effective date of termination ("Event Date")
                                    and final settlement thereof.

                                    (a)  Any "Hedging Disruption Event",
                                         which term shall mean with respect
                                         to either party any inability, due
                                         to market illiquidity, Illegality
                                         (as defined in the ISDA Form, but
                                         with respect to the Transaction
                                         hedge), or lack of availability of
                                         hedging transaction market
                                         participants, to establish,
                                         re-establish or maintain any
                                         hedging transaction(s) necessary in
                                         the normal course of such party's
                                         business of hedging the price and
                                         market risk of entering into and
                                         performing under the Transaction.

                                    (b)  Any "Regulatory Change" that: (a)
                                         shall subject Party A or any of its
                                         Affiliates to any loss due to the
                                         characterization of any payments or
                                         deliveries made under this
                                         Transaction; (b) shall impose or
                                         adversely modifies any reserve,
                                         special deposit, compulsory loan or
                                         similar requirement against assets
                                         acquired or to be acquired pursuant
                                         to this Transaction; (c) shall, in
                                         Party A's good faith determination
                                         (taking into account Party A's
                                         policies with respect to net
                                         capital and capital adequacy)
                                         affect the amount of capital to be
                                         maintained by Party A or any
                                         Affiliate, or the amount of such
                                         regulatory capital is increased as
                                         a direct or indirect consequence of
                                         this Transaction; or (d) shall have
                                         the effect of reducing the rate of
                                         return on Party A's capital as a
                                         direct or indirect consequence of
                                         this Transaction;

                                    "Regulatory Change" shall mean the
                                    introduction or change after the Trade Date
                                    of this Transaction in the United States or
                                    the United Kingdom (or other relevant
                                    jurisdiction of the Issuer or Exchange
                                    respecting the Shares) of any law or
                                    regulation or in the interpretation
                                    application or administration thereof, or
                                    the adoption or making after such date of
                                    any directive by the United States or the
                                    United Kingdom (or above referenced other
                                    jurisdiction) court or governmental
                                    authority or any requests (whether or not
                                    having the force of law) of any regulatory
                                    authority having jurisdiction over Party A
                                    or its Affiliates;

                                    (c)  Any "Issuer Disruption Event",
                                         which term shall mean any legal or
                                         regulatory action, order or
                                         proceeding affecting the Issuer, as
                                         a result of which the related
                                         Shares are no longer (or any
                                         Settlement Shares are not) freely
                                         tradeable (as determined by the
                                         Calculation Agent), including
                                         without limitation the issuance of
                                         any regulatory stop order
                                         respecting the Shares (or any
                                         Settlement Shares), cessation of
                                         the effectiveness of any
                                         registration statement relating to
                                         the Shares (or any Settlement
                                         Shares), the delisting or ceasing
                                         of



                                       6
<PAGE>   17


                                         trading of the Shares on the Exchange
                                         (other than by reason of a Market
                                         Disruption Event).

     Early Termination Amount:      The Calculation Agent shall determine
                                    termination amounts employing (among other
                                    considerations) the following factors: (A)
                                    the average of the Transaction option
                                    volatility (using Calculation Agent's
                                    Black-Scholes-derived option pricing model)
                                    for a sixty (60) day historical period
                                    (i.e., "60-day trailing volatility")
                                    immediately preceding, and ending on, the
                                    Event Date (or Announcement Date, in the
                                    case of the relevant Merger Event); and (B)
                                    the then prevailing market pricing (or the
                                    Calculation Agent's good faith determination
                                    of pricing) of the relevant Shares as of the
                                    Event Date (or Merger Date, in the case of
                                    the relevant Merger Event).


3.   COLLATERAL:

     Party B hereby pledges and grants to Party A a continuing first priority
     security interest in and a lien upon and right of set-off against, with
     power of sale, all of its right title and interest in and to the Shares to
     secure the prompt and complete payment and performance when due of Party
     B's obligations under the Transaction until fully paid and performed. The
     parties agree that this Confirmation constitutes, among other things, a
     security agreement with respect to the Shares under Articles 8 and 9 of the
     New York Uniform Commercial Code ("NYUCC").

     The Shares subject to this pledge ("Pledge") shall be the same as the
     Shares underlying the Transaction, and the pledge of the Shares shall
     secure Party B's obligations under the Transaction. In connection with the
     occurrence and continuation of an Event of Default or Termination Event
     with respect to Party B, Party A and its affiliates shall be entitled to
     realize upon any and all Shares pledged to Party A to satisfy Party B
     obligations under any and all then-outstanding Transactions.

     In order to perfect the security interest of Party A in the Shares, Party B
     shall deliver and pledge such Shares as security hereunder in accordance
     with such procedures as required by Party A from time to time and take such
     other action as Party A may request to establish the "control" (within the
     meaning of Section 8-106 of the NYUCC) of Party A and/or Party A's
     Collateral Custodian over the Shares including the following express grant
     of control: Party A, Party B and Deutsche Bank Securities Inc. ("DBSI")
     agree that DBSI is authorized and agrees to transfer the Shares to a
     securities account of Party A, to be held in a segregated manner. Party A,
     Party B and DBSI agree that DBSI is authorized and agrees to act on
     instructions (including entitlement orders under the NYUCC) originated by
     Party A without further consent of Party B as required by the NYUCC.

     Each party hereto agrees that the Shares credited to a securities account
     will be treated as a "Financial Asset" under the NYUCC. "Collateral
     Custodian" means a "securities intermediary" (as defined in the NYUCC)
     and/or, in the case of cash, a financial institution designated by Party A
     as its agent to hold the Shares in accordance with the terms of this
     Pledge. The Collateral Custodian may be an affiliate of Party A or an
     unaffiliated securities intermediary and/or financial institution in the
     United States.



                                       7
<PAGE>   18


     In the event that an Event of Default or Termination Event has occurred and
     is continuing with respect to Party B, Party A may exercise in respect of
     the Shares, in addition to the rights and remedies otherwise available to
     it, all the rights and remedies of a secured party on default under the
     NYUCC, and Party A may sell the Shares or any part thereof upon such terms
     as Party A may deem commercially reasonable. To the extent permitted by
     applicable law, Party A or its affiliates may be the purchaser of the whole
     or any part of the Shares so sold. In the event that an Event of Default or
     Termination Event has occurred and is continuing in connection with the
     Shares, Party A is hereby authorized and empowered, at its election, to act
     with respect to the Shares or the proceeds thereof as though Party A were
     the outright owner thereof, Party B hereby irrevocably constituting Party A
     as its proxy and attorney-in-fact, coupled with an interest, with full
     power of substitution to do so.

     The parties hereto agree that Party A is entitled, but not required, to
     take ownership of the Shares pledged herein, in full satisfaction of the
     delivery obligations of Party B under the Transaction, free of any lien or
     pledge on such Shares.

4.   REPRESENTATIONS:

     Each party represents to the other party as of the date that it enters into
     this Transaction that (absent a written agreement between the parties that
     expressly imposes affirmative obligations to the contrary for this
     Transaction):

     (i)   NON-RELIANCE. It is acting for its own account, and it has made its
           own independent decisions to enter into this Transaction and as to
           whether the Transaction is appropriate or proper for it based upon
           its own judgement and upon advice from such advisers as it has deemed
           necessary. It is not relying on any communication (written or oral)
           of the other party as investment advice or as a recommendation to
           enter into this Transaction, it being understood that information and
           explanations related to the terms and conditions of this Transaction
           shall not be considered to be investment advice or a recommendation
           to enter into the Transaction. No communication (written or oral)
           received from the other party shall be deemed to be an assurance or
           guarantee as to the expected results of this Transaction.

     (ii)  ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits
           of and understanding (on its own behalf or through independent
           professional advice), and understands and accepts the terms and
           conditions and risks of this Transaction. It is also capable of
           assuming, and assumes, the risks of the Transaction.

     (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for
           or adviser to it in respect of this Transaction.

     (iv)  U.S. FEDERAL SECURITIES LAWS. It understands that the offer and sale
           of the Options constituting a Transaction is intended to be exempt
           from registration under the US Securities Act of 1933, as amended
           (the "Securities Act"), by virtue of Section 4(2) thereof. In
           furtherance thereof, it represents and warrants that (a) it is
           experienced in investing in or otherwise entering into options and
           other financial instruments similar to the Transaction and has
           determined that the Transaction is suitable investment for it, and
           (b) it is an institution which qualifies as an "accredited investor"
           or "qualified institutional buyer" as such terms are defined under
           relevant regulations promulgated under the Securities Act.

5.   ACCOUNT DETAILS:

     Payment to PARTY A in USD:          Attn: John Canale
                                         Bank of New York
                                         ABA # 021000018
                                         A/C # 8900327634
                                         A/C Deutsche Bank Securities Inc.
                                         FBO: Deutsche Bank AG London

     Payment to PARTY B in USD:          Please Advise



                                       8
<PAGE>   19


6.   CONTACT NAMES PARTY A:

     Confirmations:                     Tarana Oommen
     Telephone:                         (212) 469-2786
     Fax No.:                           (212) 469-5220

     Payments/Fixings:                  Richard Kennedy
     Telephone:                         (212) 469-4927
     Fax No.:                           (212) 469-4992


Each Party has agreed to make payments to the other in accordance with this
Confirmation. Please confirm that the foregoing correctly sets forth the terms
of our agreement by sending a return executed acknowledgment hereof to such
effect to the contact person named above who is responsible for the
administration of this Transaction. The time of execution of this Transaction
will be made available by Party A upon written request.

Party A is regulated by the Securities and Futures Authority

We are very pleased to have concluded this Transaction with you.

Regards,

DEUTSCHE BANK AG, LONDON BRANCH                 REVIEWED BY:


By: /s/ James S. Rowen                          By: /s/ William Davis
    -------------------------------                 ------------------------
Name:   James S. Rowen                                  William Davis
Title:  Attorney-in-Fact



By: /s/ Tanara Oomen                           By: /s/ Gary Zentner
    -------------------------------               -------------------------
Name:   Tarana Oommen                                  Gary Zentner
Title:  Attorney-in-Fact



DEUTSCHE BANK SECURITIES INC.
acting solely as Agent in
connection with this Transaction


By: /s/ James S. Rowen
   --------------------------------
Name:   James S. Rowen
Title:  Managing Director


By: /s/ Tanara Oomen
   --------------------------------
Name:   Tarana Oommen
Title:  Vice President

Confirmed and Acknowledged as of the date first above written:



TELXON SYSTEMS SERVICES INC.


By: /s/ Woody M. McGee
   --------------------------------
Name:   Woody M. McGee
Title:  VP CFO




                                       9