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                                                                  EXHIBIT 10.3.4
                                                                  --------------




                            LOAN AND PLEDGE AGREEMENT


This LOAN AND PLEDGE AGREEMENT is dated [Term1] (the "Agreement"), and is made
by and among Deutsche Bank AG, London branch ("DBL"), with Deutsche Bank
Securities, Inc., as agent ("DBSI", and, together with DBL, "Deutsche Bank").
Pursuant to this Agreement, DBL agrees, subject to the terms and conditions
contained herein, to extend to [Term2] (the "Borrower") a loan ("Loan") in an
aggregate principal amount that shall not, at any time, exceed the Commitment
(as defined below) outstanding at such time. The "Commitment" shall, initially,
be $[Term3] and may, in the sole discretion of Deutsche Bank, be increased from
time to time to such amount as Deutsche Bank's credit department may approve
from time to time. Information for each of the bracketed items is provided on
the signature pages hereto.

                                   Preliminary

WHEREAS the Borrower has purchased from Deutsche Bank a cash-settled, European
style over-the-counter put option (the "Put") on shares of the common stock (the
"Common Stock") of [Term4] (the "Company") and sold to Deutsche Bank a
cash-settled, European style over-the-counter call option (the "Call" and,
together with the Put, the "Collar") on shares of the common stock of the
Company; the Collar is evidenced and governed by a confirmation (Deal Reference
# [Term5]) that incorporates by reference the form of ISDA Master Agreement
(Multicurrency--Cross-Border) (the "ISDA Form") and, upon execution of an ISDA
Master Agreement (Multicurrency--Cross Border), by and between DBL and the
Borrower, with DBSI as agent (as well as a Schedule, Credit Support Annex
("CSA"), Annexes, Exhibits and Confirmations relating to the Collar
(collectively, the "Master Agreement") which are incorporated therein by
reference), shall be governed by such Master Agreement; the Collateral (as
defined in paragraph B.1 below), other than the Collar, has also been pledged by
the Borrower to Deutsche Bank pursuant to the CSA to secure the Borrower's
obligations under the Collar.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

A. Borrower hereby represents and warrants to Deutsche Bank as follows (In each
of A.1. and A.2. below, please check the appropriate paragraph):

1.   ___  The Loan is being made for "purpose" use (as such term is used in
          the context of Regulation U and Regulation X (the "Margin
          Regulations") promulgated by the Board of Governors of the Federal
          Reserve System (12 CFR 220).

     _X_  The Loan is being made for "non-purpose" use (as such term is used in
          the context of the Margin Regulations). The Borrower represents and
          warrants to Deutsche Bank that the proceeds of the Loan will not be
          used to trade in or carry securities and that it will sign a Board of
          Governors of the Federal Reserve System Statement of Purpose for an
          Extension of Credit by a Creditor ("Form U-1") to that effect.

2.   ___  The Borrower is an "affiliate" of the Company as defined in Rule 144
          ("Rule 144") under the Securities Act of 1933, as amended (the "Act").


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     _X_  The Borrower is not an "affiliate" of the Company as defined in
          Rule 144.

3.   The Borrower owns the Collateral (as defined below) free and clear of any
     liens, pledges or encumbrances, other than the security interests granted
     hereunder and (if applicable) the security interest created pursuant to the
     CSA to secure the Borrower's obligations under the Collar (collectively,
     the "Security Interests"). The Collateral is subject to no options to
     purchase or similar rights of any person other than the rights created
     hereunder and the rights under the Collar and under the CSA. The Borrower
     is not and will not become a party to or otherwise be or become bound by
     any agreement (other than this Agreement, the Master Agreement and the CSA)
     that restricts in any manner the rights of any present or future holder of
     any of the Collateral with respect thereto. The Borrower further represents
     that (a) it shall not subject the Collateral to other liens, pledges or
     encumbrances during the term of the Loan, except for the Security
     Interests, (b) Deutsche Bank shall have a continuing security interest in
     the Collateral during the term of the Loan and the Put and (c) Deutsche
     Bank's interest therein shall be first priority, and provided that Deutsche
     Bank retains the Collateral in its possession, fully perfected.

4.   (a) The Pledged Shares (as defined in paragraph B.2 below) are subject to
     the restrictions of Rule 145 and (b) the Borrower acquired the Pledged
     Shares on [Term6] and, as of that time, made full payment of the full
     purchase price.

5.   There are no lock-up agreements or other arrangements in place restricting
     the transfer of the Pledged Shares.

6.   The Borrower does not know or have any reason to believe that the Company
     has not complied with the reporting requirements contained in Rule
     144(c)(1) of the Act;

7.   (a) The individual(s) executing and delivering this Agreement and any other
     documentation relating to this Agreement to which it is a party or that it
     is required to deliver are duly empowered and authorized to do so, and it
     has duly executed and delivered this Agreement; (b) it is not relying upon
     any representations (whether written or oral) of Deutsche Bank other than
     representations expressly set forth herein or in the Master Agreement; (c)
     it is entering into this Agreement with a full understanding of all of the
     terms and risks hereof (economic and otherwise), and it is capable of
     assuming (financially and otherwise) those risks; (d) it has made its
     investment and trading decisions (including decisions regarding the
     suitability of the Loan and the Collar) based upon its own judgment and it
     has consulted with its own legal, regulatory, tax, business, investment,
     financial and accounting advisors as it has deemed necessary, and not in
     reliance upon any view expressed by Deutsche Bank or Deutsche Bank's
     counsel; (e) Deutsche Bank is not acting as a fiduciary or an advisor for
     it, and all of its decisions have been the result of arms' length
     negotiations between the Borrower and Deutsche Bank; (f) Deutsche Bank has
     not given the Borrower any assurance or guarantee as to the expected
     performance or result of the Loan or the Collar; and (g) there exists no



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     prohibition against it entering into this Agreement, pledging the
     Collateral to secure the Loan, or Deutsche Bank's ability (if applicable,
     subject to Rule 145) to freely liquidate the Collateral in accordance with
     the terms of this Agreement, and that by entering into this Agreement the
     Borrower will not violate any law or the terms or conditions of any
     agreement to which the Borrower or its assets may be subject.

8.   The place that the Borrower is "deemed located" within the meaning of
     Section 9-103(3) of the UCC (the Borrower's "Location") is the address set
     forth for the Borrower on the signature pages hereof.

9.   The Borrower has not performed and will not perform any acts that might
     prevent Deutsche Bank from enforcing any of the terms of this Agreement or
     that might limit Deutsche Bank in any such enforcement.

10.  Other than financing statements or other similar or equivalent documents or
     instruments with respect to the Security Interests, no financing statement,
     security agreement or similar or equivalent document or instrument covering
     all or any part of the Collateral is on file or of record in any
     jurisdiction in which such filing or recording would be effective to
     perfect a lien, security interest or other encumbrance of any kind on such
     Collateral.

11.  All Collateral consisting of securities and all financial assets underlying
     Collateral consisting of security entitlements (each as defined in Section
     8-102 of the UCC) at any time pledged hereunder is and will be issued by an
     issuer organized under the laws of the United States, any State thereof or
     the District of Columbia and (i) certificated (and the certificate or
     certificates in respect of such securities or financial assets are and will
     be located in the United States) and registered in the name of the Borrower
     or held through a securities intermediary whose securities intermediary's
     jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located
     in the United States or (ii) uncertificated and either registered in the
     name of the Borrower or held through a securities intermediary whose
     securities intermediary's jurisdiction (within the meaning of Section
     8-110(e) of the UCC) is located in the United States.

12.  If this Agreement allows for multiple drawdowns of the Loan amount, all
     representations and warranties of the Borrower under this Agreement shall
     be deemed repeated as of the date of each drawdown.

B. The parties agree as follows:

1.   The obligation of Deutsche Bank to make any advance included in the Loan
     pursuant to the Commitment is conditioned upon the satisfaction of each of
     the following conditions:

          (a)  Each of the representations and warranties of the Borrower set
               forth herein and in the Master Agreement shall be true and
               correct on and as of the date of



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               the making of such advance, both before and after the making of
               such advances;

          (b)  No Default shall have occurred and be continuing on the date of
               such advance, either before or after the making of such advance;

          (c)  The aggregate principal amount of the Loan after giving effect to
               the advance to be made, shall not exceed the Commitment at such
               time;

          (d)  Deutsche Bank shall have received (i) a written request for such
               advance, duly executed by the Borrower and setting forth the
               principal amount of the advance requested and the date upon which
               such advance is to be made, at least 5 business days prior to the
               date upon which such advance is thereby request to be made and
               (ii) a promissory note (the "Note"), substantially in the form of
               Exhibit A hereto, duly completed in the amount of the advance
               requested and executed by the Borrower; and

          (e)  Either

               (i) The Borrower shall have certified to Deutsche Bank in writing
               that the proceeds of such advance will not be used to pay
               dividends or distributions in respect of, or redeem or make any
               other payment in respect of, any equity securities of or other
               equity interests in the Borrower (the terms "equity securities"
               and "other equity interests" as used herein shall not include any
               securities convertible into equity securities or any debentures);
               or

               (ii) either (x) the Borrower shall have provided evidence
               satisfactory to Deutsche Bank that, following the making of the
               advance and the Borrower's use of the proceeds thereof, the ratio
               of its total liabilities (including contingent or other
               liabilities) to the sum of (i) its cash and cash equivalents,
               (ii) the put strike notional amount of the Common Stock, (iii)
               50% of its accounts receivable, and (iv) 20% of its inventory, is
               less than 1.0 or (y) the Borrower shall have provided evidence
               satisfactory to Deutsche Bank that following the making of the
               advance and the Borrower's use of the proceeds thereof, the
               Borrower will be solvent.

     Any request by the Borrower for any advance to be included in the Loan, and
     the acceptance by the Borrower of the proceeds of any advance, shall be
     deemed to be a representation by the Borrower on the date of such request
     and the date of such advance, of the satisfaction of each of the conditions
     set forth in (a), (b) and (c) above. Upon satisfaction of the conditions
     above, Deutsche Bank shall issue the amount of any advance to Borrower per
     Borrower's instructions within 5 business days of the written request.



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2.   As collateral for the Loan, the Borrower hereby pledges to Deutsche Bank
     (i) [Term7] shares of the common stock of the Company (the "Pledged
     Shares"), which have been credited to a securities account maintained at
     DBSI, as securities intermediary, numbered [Term8] and titled "[Term9] as
     Pledgor; Deutsche Bank as Pledgee" (the "Account"), (ii) all securities
     entitlements in respect thereof, (iii) the Collar, (iv) all income and
     profits on any of the foregoing, (v) all interest, dividends and other
     payments and distributions with respect to any of the foregoing and (vi)
     all proceeds of any of the foregoing (collectively, the "Collateral"). The
     Borrower agrees that, so long as the Loan or the Collar or any obligation
     of the Borrower in respect of any of them is outstanding, it will maintain
     the Collateral (other than the Collar) in the Account.

3.   If the Borrower is entitled to receive in respect of the Collateral any
     stock dividends, any dividends payable in securities or other property
     (including ordinary cash dividends), any dividends or distributions on
     dissolution or total or partial liquidation or in connection with a
     reduction of capital, capital surplus or paid-in surplus, or any other
     securities or any rights to purchase any securities (whether through
     conversion, stock-split, spin-off, split-off, reclassification, merger,
     consolidation, sale of assets, combination of shares or otherwise), any
     such entitlements or rights, and any cash, securities or other property
     paid or distributed in respect thereof, shall constitute part of the
     Collateral and (except in the case of ordinary cash dividends) shall be
     delivered to Deutsche Bank and held in the Account as part of the
     Collateral and, if delivered to the Borrower, the Borrower shall accept the
     same in trust for the benefit of Deutsche Bank, as pledgee, and shall
     deliver the same promptly to Deutsche Bank as Collateral in the same form
     as received and in suitable form for transfer by delivery or exercise, or
     accompanied by duly executed instruments of transfer, exercise, or
     assignment in blank, with signatures appropriately guaranteed, and
     accompanied by any required transfer tax stamps, all in form and substance
     satisfactory to Deutsche Bank. Unless a Default (as defined in paragraph
     B.11 below) shall have occurred and be continuing, the Borrower shall be
     entitled to receive, and Deutsche Bank shall, upon the request of the
     Borrower, to the extent Deutsche Bank shall have received the same, deliver
     to the Borrower, all ordinary cash dividends and interest paid upon or with
     respect to the Collateral. In the event of a Default (as defined in
     paragraph B.11 below), all dividends and interest received by Deutsche Bank
     shall be retained by Deutsche Bank and all such dividends and interest
     which are received by the Borrower shall be received in trust for the
     benefit of Deutsche Bank, as pledgee, and, if Deutsche Bank so directs
     during the continuance of a Default (as defined in paragraph B.11 below),
     shall be segregated from other funds of the Borrower and shall, forthwith
     upon demand by Deutsche Bank, be paid over or delivered to Deutsche Bank as
     Collateral in the same form as received (with any necessary endorsement).

4.   The Borrower hereby authorizes DBL to lend on commercially reasonable
     terms, to any of its affiliates or to others, any securities held by
     Deutsche Bank as Collateral in the Account or any other securities held by
     DBL on margin in Deutsche Bank's possession or control, together with all
     attendant rights of ownership (including the right to vote such
     securities).



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5.   Upon the request of Deutsche Bank, the Borrower shall, at the expense of
     the Borrower and in such manner and form as Deutsche Bank may require,
     give, execute, deliver, file and record any financing statement, notice,
     instrument, document, agreement or other paper that may be necessary or
     desirable in order to (i) create, preserve, perfect, substantiate or
     validate any Security Interest, (ii) create or maintain control (within the
     meaning of Section 8-106 of the UCC) with respect to any such Security
     Interests in any investment property (as defined in Section 9-115 of the
     UCC) or (iii) enable Deutsche Bank to exercise and enforce its rights
     hereunder with respect to such Security Interest. To the extent permitted
     by applicable law, the Borrower hereby authorizes Deutsche Bank to execute
     and file, in the name of the Borrower or otherwise, UCC financing or
     continuation statements (which may be carbon, photographic, photostatic or
     other reproductions of this Agreement or of a financing statement relating
     to this Agreement) that Deutsche Bank in its sole discretion may deem
     necessary or appropriate to further perfect, or maintain the perfection of,
     the Security Interests.

6.   The Borrower shall warrant and defend the Borrower's title to the
     Collateral, subject to the rights of Deutsche Bank, against the claims and
     demands of all persons. Deutsche Bank may elect, but without an obligation
     to do so, to discharge any lien of any third party on any of the
     Collateral.

7.   The Borrower agrees that the Borrower shall not change (i) the Borrower's
     name, identity or corporate structure in any manner or (ii) the Borrower's
     Location, unless in either case (A) the Borrower shall have given Deutsche
     Bank not less than 30 days' prior notice thereof and (B) such change shall
     not cause any of the Security Interests to become unperfected, cause
     Deutsche Bank to cease to have control (within the meaning of Section 8-106
     of the UCC) in respect of any of the Security Interests in any Collateral
     consisting of investment property (as defined in Section 9-115 of the UCC)
     or subject any Collateral to any other Lien.

8.   The Borrower agrees that the Borrower shall not (i) create or permit to
     exist any lien (other than the Security Interests) upon or with respect to
     the Collateral, (ii) sell or otherwise dispose of, or grant any options
     (except with regard to transactions entered into with Deutsche Bank) with
     respect to, any of the Collateral or (iii) enter into or consent to any
     agreement pursuant to which any person other than the Borrower, Deutsche
     Bank and any securities intermediary through whom any of the Collateral is
     held (but in the case of any such securities intermediary only in respect
     of Collateral held through it) has or will have control (within the meaning
     of Section 8-106 of the UCC) in respect of any Collateral.

9.   The Loan shall mature, and any and all unpaid principal and interest on,
     the Loan shall be due and payable on the Settlement Date (as defined in the
     Master Agreement). The Borrower agrees that the unpaid principal amount of
     each Note (which aggregate to the amount of the Loan) shall bear interest
     as described in such Note. Accrued interest on



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     each Note shall be added to the outstanding principal amount of such Note
     on the last day of each month while the Note is outstanding (and if any
     such day is not a business day, on the next succeeding business day).
     Interest shall be calculated on the basis of a 360 day year for the actual
     days elapsed.

10.  The Borrower agrees for the duration of the Loan to notify Deutsche Bank
     prior to acquiring beneficial ownership directly or indirectly, of more
     than five (5) percent of any equity security of the Company (including any
     equity security included in the Collateral), such that it would be required
     to file statements under Securities and Exchange Commission Rule 13d-1
     under the Securities Exchange Act of 1934, as amended. Deutsche Bank shall
     have the right upon such notice to demand immediate repayment of the Loan
     in its entirety. If the Borrower refuses to repay the Loan upon such demand
     by Deutsche Bank, Deutsche Bank shall have the right to liquidate the
     Collateral, and any resulting deficit shall be for the Borrower's account
     and risk.

11.  Upon any breach, repudiation, misrepresentation or default (howsoever
     characterized) by the Borrower hereunder or under the Master Agreement (a
     "Default"), or upon a Regulatory Event (as defined below), Deutsche Bank
     may, by notice to the Borrower, (i) declare the Loan, together with accrued
     interest thereon, to be, and it shall thereupon become, immediately due and
     payable, without presentment, demand, protest or other notice to the
     Borrower, each of which is hereby waived by the Borrower and (ii) terminate
     the Commitment; provided that upon the occurrence of a Default of the type
     specified in clause (d) below, without notice to the Borrower or any other
     act by Deutsche Bank, the Commitment shall thereupon immediately terminate
     and the Loan shall become immediately due and payable, without presentment,
     demand, protest or other notice of any kind, all of which are hereby waived
     by the Borrower.

     In addition, upon the occurrence of any Default or Regulatory Event (as
     defined below), and for the purpose of satisfying any and all of the
     Borrower's obligations hereunder, Deutsche Bank shall have the right to:
     (a) cancel any of the Borrower's outstanding orders for the purchase or
     sale of any securities, commodities or other property; (b) sell any or all
     of the securities (including the Collateral) and commodities or other
     property of the Borrower in the Account; (c) buy in any securities,
     commodities or other property of which the account or accounts (including
     the Account) of the Borrower may be short; or (d) exercise all of the
     rights of a secured party under the New York Uniform Commercial Code
     (whether or not in effect in the jurisdiction where such rights are
     exercised) with respect to the Collateral. Such foreclosure, sale, purchase
     or cancellation may be made on the exchange or other market where such
     business is then usually transacted, or at public auction or at private
     sale, without advertising and without any notice (other than as may be
     required under applicable law) of the time or place of sale to the Borrower
     or to the personal representatives of the Borrower, all of which are
     expressly waived by Borrower, and Deutsche Bank may purchase the whole or
     any part thereof free from any right of redemption, which rights the
     Borrower hereby expressly waives to the fullest extent permitted under
     applicable law, and the Borrower shall remain liable for any



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     deficiency; it being understood that a prior tender, demand or call of any
     kind from Deutsche Bank, or prior notice from Deutsche Bank, of the time
     and place of such sale or purchase shall not be considered a waiver of its
     right to sell or buy any securities (including the Collateral) and/or
     commodities and/or other property held by Deutsche Bank, or which the
     Borrower may owe to Deutsche Bank. The Borrower hereby agrees to execute
     and deliver such documents and take such actions as Deutsche Bank deems
     necessary or advisable in order that any such foreclosure, sale, purchase
     or cancellation be made in compliance with applicable law. Without limiting
     the generality of the foregoing, a Default of this Agreement shall be
     deemed to have occurred in the event that:

          (a) the Borrower fails to pay any amount when due under this Agreement
     or the Collar;

          (b) the Borrower fails to fulfill or discharge any other obligations
     or agreements under or relating to this Agreement, the Collar, the CSA or
     the Master Agreement or under any other agreement it may have with Deutsche
     Bank or its affiliates;

          (c) any representation made or repeated or deemed to have been made or
     repeated by the Borrower hereunder or under or in respect of this
     Agreement, the Collar, the CSA or the Master Agreement proves to have been
     incorrect or misleading in any material respect when made or repeated or
     deemed to have been made or repeated;

          (d) any of the following occurs with respect to the Borrower: (i) the
     filing or commencement of any case, petition or proceeding by or against
     the Borrower under any bankruptcy, insolvency, reorganization, liquidation,
     dissolution or similar law; (ii) the filing or commencement of any case,
     petition or proceeding by or against the Borrower for the appointment of a
     receiver, trustee, custodian or similar official for the Borrower or any
     substantial portion of its property or assets; (iii) the levy of an
     attachment against any property or accounts of the Borrower (including the
     Account); (iv) the making by the Borrower of a general assignment for the
     benefit of creditors; or (v) the admission by the Borrower of its inability
     to pay its debts as they come due; or

          (e) the Put is sold, assigned or otherwise transferred by the
     Borrower, or otherwise terminates or expires prior to the Expiration Date
     (as defined in the Master Agreement), or the terms of the Put are adjusted
     in a manner that is materially adverse to Deutsche Bank with regard to the
     Loan (as determined by Deutsche Bank in its reasonable discretion);

          (f) the Security Interest shall at any time fail to be a valid,
     perfected, first-priority security interest (except to the extent such
     failure is caused by Deutsche Bank's failure to retain the Collateral in
     its possession) in all of the Collateral securing the Loan and all of the
     Borrower's obligations under this Agreement, the Collar, the CSA and the
     Master Agreement, or, in the case of any Collateral consisting of
     investment property (as



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     defined in Section 9-115 of the New York Uniform Commercial Code) Deutsche
     Bank shall fail to have control (within the meaning of Section 8-106 of the
     UCC) thereof.

          A "Regulatory Event" shall mean any time Deutsche Bank is required
     (and only to the extent required) to take any action in respect of the
     Loan, the Collateral, or the Collar in order to comply with any applicable
     laws of, or the rules and regulations of, any applicable United Kingdom or
     United States federal, state or other regulatory authorities, including but
     not limited to the Securities and Exchange Commission, the Securities and
     Investments Board, The Securities and Futures Authority, all relevant
     securities and commodity exchanges, the Municipal Securities Rulemaking
     Board, the National Association of Securities Dealers, the Board of
     Governors of the Federal Reserve System and the constitution, rules and
     customs of any relevant exchange or market (and its clearinghouse, if any).

12.  Any amount payable by the Borrower to Deutsche Bank or its affiliates in
     circumstances where a Default by the Borrower under this Agreement, the
     Collar, the CSA or the Master Agreement has occurred, may, at the option of
     Deutsche Bank (and without prior notice to the Borrower), be reduced by its
     set-off against any amount payable (whether at such time or in the future
     or upon the occurrence of a contingency) by Deutsche Bank to the Borrower
     under the Collar or otherwise (and such amount will be discharged promptly
     and in all respects to the extent it is so set-off). Deutsche Bank will
     give notice to the Borrower of any set-off effected hereunder. Deutsche
     Bank may in good faith estimate the amount payable under the Collar and
     set-off in respect of such estimate. A Default by the Borrower under this
     Agreement shall constitute a Cross-Default under the Collar and the Master
     Agreement, and if Deutsche Bank exercises its rights upon Default under
     this Agreement by disposing of Collateral, it shall terminate the Collar
     pursuant to the terms of the Master Agreement. Nothing contained in this
     paragraph shall impair Deutsche Bank's right to liquidate Collateral
     pursuant to this Agreement.

13.  The Borrower agrees that the Borrower shall forthwith upon demand pay to
     Deutsche Bank:

               (i) the amount of any taxes that Deutsche Bank may have been
          required to pay by reason of the Security Interests or to free any of
          the Collateral from any lien (other than the Security Interests)
          thereon, and

               (ii) the amount of any and all costs and expenses, including the
          fees and disbursements of counsel and of any other experts, that
          Deutsche Bank may incur in connection with (A) the enforcement of this
          Agreement, including such expenses as are incurred to preserve the
          value of the Collateral and the validity, perfection, rank and value
          of the Security Interests, (B) the collection sale or other
          disposition of any of the Collateral or (C) the exercise by Deutsche
          Bank of any of the rights conferred upon it hereunder.



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     Any such amount not paid on demand shall bear interest (computed on the
     basis of a year of 360 days and payable for the actual number of days
     elapsed) at a rate per annum equal to 3% plus the prime rate as published
     from time to time in The Wall Street Journal, Eastern Edition.

14.  This Agreement and its enforcement shall be governed by the laws of the
     State of New York, except to the extent that remedies provided by the laws
     of any jurisdiction other than New York are governed by the laws of such
     jurisdiction.

15.  ANY DISPUTE THE BORROWER MAY HAVE WITH DEUTSCHE BANK ARISING OUT OF,
     RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE COLLAR, THE CSA OR
     THE MASTER AGREEMENT SHALL BE DETERMINED BY ARBITRATION OR LITIGATION IN
     COURT AT THE ELECTION OF THE BORROWER. REGARDLESS OF WHETHER THE BORROWER
     CHOOSES TO PROCEED BY ARBITRATION OR LITIGATION, THE BORROWER AND DEUTSCHE
     BANK AGREE TO FOLLOW THE PROCEDURES AND ABIDE BY THE REQUIREMENTS LISTED
     BELOW:

     FOR ARBITRATION:

     -    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

     -    THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
          INCLUDING THE RIGHT TO JURY TRIAL.

     -    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
          FROM COURT PROCEEDINGS.

     -    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
          LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
          MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

     -    THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
          ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

     ANY ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE,
     INC., THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF
     SECURITIES DEALERS, INC. OR ANY OTHER SELF-REGULATORY ORGANIZATION OF WHICH
     DBSI IS A MEMBER. THE BORROWER HAS THE RIGHT TO ELECT ARBITRATION BEFORE
     ONE OF THE FOREGOING ORGANIZATIONS, BUT IF THE



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     BORROWER FAILS TO MAKE SUCH ELECTION BY CERTIFIED LETTER ADDRESSED TO
     DEUTSCHE BANK BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN
     REQUEST FROM DEUTSCHE BANK TO MAKE SUCH ELECTION, THEN DEUTSCHE BANK MAY
     MAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT
     BY DEUTSCHE BANK TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE
     ARBITRATORS, OR THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE
     AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
     JURISDICTION.

     NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
     NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY
     PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A
     MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT
     TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:

     (i)   THE CLASS CERTIFICATION IS DENIED;

     (ii)  THE CLASS IS DECERTIFIED; OR

     (iii) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.

     SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE
     A WAIVER OF ANY RIGHTS UNDER THIS LOAN AND PLEDGE AGREEMENT EXCEPT TO THE
     EXTENT STATED HEREIN.

     FOR LITIGATION IN COURT:

     (A) UNLESS THE PARTIES OTHERWISE AGREE IN WRITING WHEN ANY DISPUTE ARISES,
     ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR
     THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW
     YORK FOR THE COUNTY OF NEW YORK.

     (B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS
     HEREBY WAIVED BY ALL PARTIES TO THIS AGREEMENT.



                                       11
<PAGE>   12


        Specific Information for Bracketed Terms

        Term1 (Date of Agreement)                  As of March 15, 2000

        Term2 (Borrower Name)                      Telxon Systems Services, Inc.

        Term3 (Commitment Amount)                  $236,000,000.00

        Term4 (Issuer Name)                        Cisco Systems, Inc. (CSCO)

        Term5 (Deal Reference #)                   #23824 & #23825

        Term6 (Date of Acquisition of              March 15, 2000
          Collared Shares)

        Term7 (# of Pledged Shares)                2,080,000

        Term8 (Account#)                           DBSI Account #:145-00204

        Term9 (Borrower Name)                      Telxon Systems Services, Inc.



                                       12
<PAGE>   13



         WHEREFORE, the parties have made and entered into this Agreement as of
the dated stated above.

THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH B.15.


TELXON SYSTEMS SERVICES, INC., as Borrower
------------------------------


By: /s/ Woody M. McGee
   ----------------------------------------------
Name:     Woody M. McGee
Title:    Vice President, Chief Financial Officer
Address:  c/o Telxon Corporation
          1000 Summit Drive
          Cincinnati, OH 45150
          Clermont County, OH



DEUTSCHE BANK SECURITIES, INC., as agent


By: /s/ James S. Rowen
   ---------------------------------------------
Name:     James S. Rowen
Title:    MD


By: /s/ Jill H. Rathjen
   ---------------------------------------------
Name:     Jill H. Rathjen
Title:    Director



DEUTSCHE BANK AG, LONDON BRANCH


By: /s/ James S. Rowen
   --------------------------------------------
Name:     James S. Rowen
Title:    A-I-F


By: /s/ Jill H. Rathjen
   --------------------------------------------
Name:     Jill H. Rathjen
Title:    A-I-F



                                       13
<PAGE>   14



                                    EXHIBIT A

                                 PROMISSORY NOTE



                                                         Date:
                                                              -----------------


    For value received, the undersigned ("BORROWER") hereby unconditionally
promises to pay to the order of Deutsche Bank AG, London Branch ("LENDER"), in
accordance with the instructions of Lender, in lawful money of the United States
of America, as follows:


     DATE OF LOAN & PLEDGE AGREEMENT             ___________________

     DATE OF MASTER AGREEMENT                    ____________________

     PRINCIPAL AMOUNT OF NOTE                    $___________________

     NOTE MATURITY DATE                          the Settlement Date, as
                                                 defined in the Master Agreement

     INTEREST RATE                               [Floating at [LIBOR] plus __% ]
                                                 [Fixed at __%]

     INTEREST PAYMENT DATES/RESET DATES (check one):

          [   ] on the Note Maturity Date.

          [   ] commencing on _______________________, 20__ and on the __ day

                of each ________________________, ___________________________,

               ____________________, and ____________________ thereafter, and on

               the Note Maturity Date.


     This Note is subject to the terms and conditions of the Loan and Pledge
Agreement referenced above between Lender and Borrower, and is being entered
into in connection with the Option Transaction referenced above. This Note is
one in a series of notes which aggregate into the Loan amount, as defined under
the Loan and Pledge Agreement. Terms used herein which are defined in the Loan
and Pledge Agreement shall have their defined meanings when used herein. The
Loan and Pledge Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the happening of certain stated
events. This Note is secured pursuant to the Loan and Pledge Agreement, to which
reference is hereby made for a description of the rights of Borrower and Lender
in respect of such collateral.

     Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note. Borrower certifies that the proceeds paid under
this Note will not be used to pay dividends or distributions in respect of, or
redeem or make any other payment in respect of, any equity securities of or
other equity interests (the terms "equity securities" and "other equity
interests" as used herein shall not include any securities convertible into
equity securities or any debentures) in the Borrower.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE). BORROWER
AND THE LENDER EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS
PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR ANY MATTER ARISING HEREUNDER OR
THEREUNDER.



                                       14
<PAGE>   15


Agreed and accepted as of the __ date of ________, ____



                                            , as Borrower
--------------------------------------------


By:
   -----------------------------------------
Name:
Title:



                                       15

<PAGE>   16


Deutsche Bank Alex. Brown                          [DEUTSCHE BANK LOGO]

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

                                                   Tel:  212 469 5000

Mr. Michael D. Griffith
Telxon Corporation
3330 West Market Street
P.O. Box 5582
Akron, OH  44334-0582

June 19th, 2000

Dear Mike:

This letter confirms that subject to the terms of the Loan and Pledge Agreement
entered into between Deutsche Bank AG ("Deutsche Bank") and Telxon Systems
Services Inc. ("Telxon") dated March 15, 2000, Telxon may draw down loan amounts
up to the maximum aggregate amount specified in the Agreement. The interest rate
on such loans will be based on the London Interbank Offered Rate ("Libor") for
U.S. Dollars for the reset term agreed to by Telxon and Deutsche Bank plus a
spread of 30 basis points.

For example, for a loan of one month, the interest rate might be based on the
one-month Libor rate on the drawdown date plus 30 basis points, with the
interest paid at maturity. For a three-month loan, the interest rate might be
based on the three-month Libor rate on the drawdown date plus 30 basis points,
with the interest paid at maturity. For a 12-month loan, the initial interest
rate might be based on the three-month Libor rate on the drawdown date plus 30
basis points; subsequently, the Libor rate would be reset quarterly. Interest
would be paid quarterly. Alternatively the interest rate might be based on
12-month Libor on the drawdown date plus 30 basis points, with the interest paid
only at maturity.

Yours sincerely,



/s/ Ken Shoji

Ken Shoji
Director
Deutsche Bank Securities Inc.