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                                                                 EXHIBIT 10.1.23
                                                                 ---------------
                              EMPLOYMENT AGREEMENT
                              --------------------


      THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 1,
2000, (the "Effective Date") at Akron, Ohio, between TELXON CORPORATION
("Employer"), a Delaware corporation with offices at 3330 West Market Street,
Akron, Ohio 44333, and WILLIAM J. MURPHY ("Key Employee").

                                   WITNESSETH:

      WHEREAS, Employer desires to employ Key Employee initially as Executive
Vice President, Americas of Employer, and thereafter, in such capacity as
Employer's chief executive officer (the "Chief Executive Officer"), or such
other officer of Employer as the Chief Executive Officer shall direct (the Chief
Executive Officer or such other officer being Key Employee's "Supervisor"),
shall direct, and Key Employee desires to be so employed, upon the terms and
conditions herein contained.

      NOW, THEREFORE, in consideration of the foregoing and in consideration of
the mutual promises and agreements contained herein, the parties hereto agree as
follows:

       1.     EMPLOYMENT PERIOD. Employer agrees to employ Key Employee, and Key
              Employee agrees to be so employed, on the terms and conditions set
              forth herein for the period beginning on the Effective Date and
              ending March 31, 2003, which period shall thereafter be
              automatically extended for successive additional twelve (12) month
              periods, subject to the earlier termination of such employment, as
              so extended, by Employer or Key Employee pursuant to paragraph 4
              (the "Employment Period").

       2.     NATURE OF DUTIES.

              a.  Key Employee's duties and responsibilities shall be to serve
                  as Executive Vice President, Americas of Employer or in such
                  other capacity as the Supervisor may at any time and from time
                  to time in its discretion direct, in conformity with
                  management policies, guidelines and directions issued by
                  Employer. Key Employee shall report directly to the
                  Supervisor, and shall have general charge and supervision of
                  those functions and such other responsibilities as the
                  Supervisor shall from time to time determine in his
                  discretion.

              b.  Key Employee shall work exclusively for Employer on a
                  full-time basis in such capacity as he is to serve pursuant to
                  paragraph 2(a), devoting all of his time and attention during
                  normal business hours to Employer's business.

              c.  Key Employee shall perform his duties and responsibilities
                  hereunder diligently, faithfully and loyally in order to cause
                  the proper, efficient and successful operation of Employer's
                  business.

       3.     COMPENSATION AND BENEFITS.

              a.  BASE SALARY AND EXPENSES. As compensation for Key Employee's
                  services, Employer shall pay to Key Employee during the
                  Employment Period a salary (the "Base Salary") at the annual
                  rate of $325,000. Any salary increases for future fiscal years
                  will be determined by the Board of Directors of Employer or an
                  appropriate committee thereof (the "Board") in its discretion
                  based upon the recommendation of the Chief Executive Officer.
                  Base salary will be payable in arrears, in equal bi-weekly
                  installments or at such other interval as the Board or
                  applicable



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                  Employer policies shall direct. Employer shall reimburse Key
                  Employee for all reasonable out-of-pocket expenses incurred by
                  Key Employee on Employer's behalf during the Employment Period
                  and approved by the Supervisor or such other officer as the
                  Supervisor or applicable Employer policies shall direct.

              b.  BONUS COMPENSATION. In addition to the Base Salary, Key
                  Employee shall, at the discretion of the Board, be eligible to
                  receive bonus compensation ("Bonus Compensation") with respect
                  to the fiscal periods during the Employment Period commencing
                  on or after April 1, 2000 on such basis as shall be approved
                  by the Board. For FY`01, Key Employee shall be eligible for a
                  potential bonus of up to $200,000 based upon achieving goals
                  and achievements agreed upon by Key Employee and the
                  Supervisor, subject to such approval thereof as may be
                  required by the Chief Executive Officer and/or the Board.
                  Bonus compensation for subsequent fiscal years will be
                  determined by the Board in its discretion based upon the
                  recommendation of the Chief Executive Officer.

              c.  PROMOTION BONUS. In recognition of his promotion to the
                  executive office assumed by Key Employee pursuant to this
                  Agreement, Key Employee shall be entitled to receive, addition
                  to any Bonus Compensation to which he is entitled under
                  paragraph 3(c), a "Promotion Bonus" of $450,000, payable in
                  three (3) equal annual installments of $150,000 each due on
                  March 31, 2000, March 31, 2001, March 31,2002.

              d.  STOCK OPTIONS. During the Employment Period, Key Employee
                  shall, subject to the approval thereof by the Board or an
                  appropriate committee thereof, of options to purchase 100,000
                  shares of Employer common stock. Of such total, an option for
                  the purchase of 25,000 shares (the "Non-Plan Option") shall be
                  submitted for Board approval (outside of Employer's 1990 Stock
                  Option Plan for employees; such plan, as amended from time to
                  time, the "Option Plan")) at an exercise price of $15.063 per
                  share (representing the closing market price for the common
                  stock for the last trading day prior to the Effective Date),
                  to be exercisable in full immediately upon grant, expiring on
                  the fifth (5th) anniversary of the Board's approval of the
                  grant, and otherwise subject to the same terms and conditions
                  as are applicable to stock options granted under the Option
                  Plan. The remaining 75,000 options shall be submitted for
                  approval under the Option Plan in one or more installments as
                  shares become available therefor, and each grant toward that
                  balance shall, in accordance with the standard terms of grants
                  under the Option Plan, be at an exercise price equal to the
                  closing market price for the common stock for the last trading
                  day prior to the date of such grant, becoming exercisable in
                  three (3) equal annual installments on the first three (3)
                  anniversaries of such grant, expiring on the eighth (8th)
                  anniversary of such grant and otherwise subject to the terms
                  of the Option Plan. Key Employee shall be further eligible
                  during the Employment Period for additional stock options and
                  other awards and benefits pursuant to such employee stock
                  option and other stock-based employee benefit plans as
                  Employer may maintain from time to time during the Employment
                  Period with respect to its key employees of like stature and
                  compensation, in such amounts as may be determined by the
                  Board in its discretion based upon the recommendation of the
                  Chief Executive Officer. In the event that, during the
                  Employment Period, Key Employee is re-assigned by Employer to
                  a position carrying duties and responsibilities of lesser
                  stature than his present position as recited in paragraph 2(a)
                  or such position in which Key Employee serves as of the time
                  that any such options or other rights or benefits are
                  hereafter granted or awarded to or otherwise received by Key
                  Employee during the Employment Period (other than a
                  re-assignment occurring as the result of or in connection with
                  any change in control of Employer, in which case the
                  provisions of the governing benefit plan, or any other written
                  agreement between Telxon and Employee, applicable in such a
                  circumstance shall control), such options, rights and benefits
                  shall, to the extent unvested as of the time of such re-



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                  assignment, be subject to such reduction, cancellation and/or
                  forfeiture as may then be determined to be appropriate by the
                  Board in its discretion.

                  i.  Key Employee makes the following representations,
                      warranties, acknowledgements and agreements to Employer
                      with respect to Non-Plan Option and the shares of Employer
                      common stock which may be acquired through the exercise
                      thereof (the "Non-Plan Shares") prior to:

                      (A)  Key Employee understands that the Non-Plan Shares
                           have not been registered under the Securities Act of
                           1933, as amended (the "Securities Act") or any state
                           securities laws;

                      (B)  The Non-Plan Shares are being offered and will be
                           sold pursuant to exemptions from registration
                           contained in the Securities Act and applicable state
                           securities laws based in part upon Key Employee's
                           representations contained in this paragraph 3(d)(i);

                      (C)  Key Employee has had the opportunity to its
                           satisfaction to review Employer's quarterly and
                           annual reports to and other filings with the United
                           States Securities and Exchange Commission (the "SEC")
                           and to ask questions of and receive answers from
                           Employer's management regarding the business, assets,
                           financial condition, prospects and affairs of
                           Employer;

                      (D)  Key Employee is an "accredited investor" (as such
                           term is defined in Rule 501 under the Securities Act)
                           and has such knowledge and experience in financial
                           and business matters that he is capable of evaluating
                           the merits and risks of his investment in the Shares
                           and of protecting his interests in connection with
                           such investment;

                      (E)  Key Employee is not aware of the publication of any
                           advertisement in connection with the Non-Plan Option
                           or the Non-Plan Shares;

                      (F)  Any Non-Plan Shares which Key Employee may acquire
                           through exercise of the Non-Plan Option will be for
                           his own account for investment only, and not with a
                           view toward their distribution, that he bear a total
                           loss of the investment without materially impairing
                           his financial condition, and will be able to bear the
                           economic risk of the investment indefinitely; and

                      (G)  Key Employee understands that he cannot resell the
                           Non-Plan Shares unless and until the Non-Plan Shares
                           are registered under the Securities Act and/or
                           applicable state securities laws or an exemption from
                           such registration is available and that any
                           certificate evidencing Non-Plan Shares upon any
                           exercise of the Non-Plan Option prior to the
                           registration thereof provided for in paragraph
                           3(d)(ii) below will be legended regarding the absence
                           of and necessity for such registration and that there
                           is no assurance that any registration exemption will
                           be available or that, if available, such exemption
                           will allow Key Employee to transfer all or any
                           portion of the Non-Plan Shares he may subsequently
                           desire to transfer.

                  It shall be a condition of any exercise of the Non-Plan Option
                  prior to the registration thereof provided for in paragraph
                  3(d)(ii) below that the representations and warranties
                  contained in this paragraph 3(d)(i) shall be true in all
                  material respects on and as of the date of any exercise of the
                  Non-Plan Option with the same force and effect as though such
                  representations and warranties had been made on and as of such
                  exercise date. Upon


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                  request of Key Employee with respect to any such exercise of
                  the Non-Plan Option as he may contemplate, Employer agrees to
                  make available to Key Employee copy's of Employer's quarterly
                  and annual reports to and other filings with the SEC and to
                  afford him the opportunity to his satisfaction to ask
                  questions of and receive answers from Employer's management
                  regarding the business, assets, financial condition, prospects
                  and affairs of Employer.

                  ii. Employer agrees to use its reasonable best efforts, (A) if
                      Employer becomes eligible to utilize Form S-8 for the
                      registration of securities under the Securities Act prior
                      to the exercise of the Promotion Option and Form S-8 may
                      properly be utilized for registration of the Non-Plan
                      Shares, to register the Non-Plan Shares on such form, or
                      (B) in the event that Employer is ineligible to register
                      the Non-Plan Shares on Form S-8 prior to Key Employee's
                      exercise of the Non-Plan Option or such Form otherwise may
                      not be utilized for the registration of the Non-Plan
                      Shares, to register, upon Key Employee's request, the
                      Non-Plan Shares for Key Employee as a selling stockholder
                      on Form S-3 at or about the time that Employer effects the
                      registration with the SEC of the Employer common stock
                      issued in connection with the Employer's acquisition of
                      the minority interests in its Metanetics Corporation
                      subsidiary, or at any time thereafter as of which it may
                      reasonably be expected that such registration would become
                      effective prior to the Non-Plan Shares so acquired
                      becoming eligible for resale in reliance upon SEC Rule
                      144. Key Employee agrees to cooperate in the effecting of,
                      and to execute and deliver such representations,
                      warranties and indemnifications customarily required of
                      selling stockholders with respect to, such registration as
                      Employer shall reasonably request. Employer shall bear all
                      securities registration fees, fees and expenses of its
                      counsel and accountants, and financial printers' and
                      similar out-of-pocket costs incident to the preparation,
                      filing and maintaining of the effectiveness of such
                      registration but shall not be responsible for any
                      brokerage, attorneys or other fees or expenses incurred by
                      Key Employee in connection with the sale or other
                      disposition of the Non-Plan Shares.

              e.  VACATION. During the Employment Period, Key Employee shall
                  be entitled to vacation in accordance with Employer's
                  policies.

              f.  HEALTH, DISABILITY, RETIREMENT AND DEATH BENEFITS. Employer
                  shall provide Key Employee with the same health, disability,
                  retirement and death and other fringe benefits as are
                  generally provided to the executive employees of Employer in
                  accordance with such terms, conditions and eligibility
                  requirements as may from time to time be established by
                  Employer.

       4.     TERMINATION.

              a.  This Agreement shall terminate automatically upon Key
                  Employee's death.

              b.  Employer may terminate Key Employee's employment under this
                  Agreement at any time, upon thirty (30) days written notice to
                  Key Employee, if Key Employee becomes permanently disabled.
                  Permanent disability shall be determined by Employer according
                  to the same standards applicable to the employees of Employer
                  generally under the disability benefits referred to in
                  paragraph 3(e).

              c.  Employer shall have the right to terminate Key Employee's
                  employment under this Agreement at any time (i)
                  immediately for "cause" (which shall mean for any action
                  or inaction of Key Employee which is adverse to
                  Employer's interests, including, without limitation, Key
                  Employee's dishonesty, grossly negligent misconduct,
                  willful misconduct, disloyalty, act of


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                  bad faith, neglect of duty or material breach of this
                  Agreement or of any Employer policy applicable to its
                  employees generally), or (ii) without cause upon thirty
                  (30) days written notice to Key Employee.

              d.  Key Employee may voluntarily terminate his employment under
                  this Agreement at any time, upon thirty (30) days written
                  notice to Employer.

       5.     EFFECTS OF TERMINATION.

              a.  In the event of automatic termination by reason of Key
                  Employee's death pursuant to paragraph 4(a), or by Employer by
                  reason of Key Employee's permanent disability pursuant to
                  paragraph 4(b), all of Employer's obligations under this
                  Agreement shall end except for Employer's obligations to pay
                  Key Employee's Base Salary and Bonus Compensation, if any
                  (which Bonus Compensation shall, for purposes of this
                  paragraph 5(a) and paragraph 5(c)(i), be prorated in light of
                  the circumstances), in each case earned but unpaid to the date
                  of death or permanent disability, plus any then remaining
                  unpaid portion of the Promotion Bonus. Key Employee shall also
                  have the right to receive any payments under the death or
                  disability benefits, as the case may be, provided to Key
                  Employee pursuant to paragraph 3(e), if any.

              b.  In the event Employer exercises its right of termination other
                  than for cause pursuant to paragraph 4(c)(ii), or Key Employee
                  exercises his right of voluntary termination pursuant to
                  paragraph 4(d), all of Employer's obligations under this
                  Agreement shall end except for its obligations to pay Key
                  Employee's Base Salary, if any, earned but unpaid to the date
                  of termination (which, for purposes of this paragraph 5(b) and
                  paragraph 5(c), shall be thirty (30) days after the date on
                  which notification is provided by Employer to Key Employee
                  pursuant to paragraph 4(c)(ii) or by Key Employee to Employer
                  pursuant to paragraph 4(d), as the case may be), plus any then
                  remaining unpaid portion of the Promotion Bonus and, in the
                  case of termination pursuant to paragraph 4(c)(ii), Employer's
                  obligations under paragraph 5(c).

              c.  In the event Employer exercises its right of termination other
                  than for cause pursuant to paragraph 4(c)(ii), Employer shall
                  also be obligated to pay or provide to Key Employee:

                  i.  Key Employee's Bonus Compensation, if any, earned but
                      unpaid to the date of termination;

                  ii. as severance pay, for the twelve (12) month period
                      following the date of such termination, annualized
                      compensation at a rate which shall be equal to Key
                      Employee's Base Salary at such termination date, payable
                      in equal bi-weekly installments or at such other interval
                      as the Board or Employer's corresponding payroll policies
                      shall direct; and

                  iii.continued benefits (or if unavailable under the general
                      terms and provisions of the applicable plan, their
                      equivalent) for Key Employee and his dependents, for a
                      period terminating on the earliest of (A) twelve (12)
                      months following the date of such termination, (B) the
                      commencement date of equivalent benefits from a new
                      employer, or (C) Key Employee's normal retirement date
                      (after which the terms of the retirement plan which would
                      have been applicable to Key Employee had he retired as of
                      such termination date rather than having been terminated
                      shall govern), under all insured and self-insured employee
                      welfare benefit plans in which Key Employee was entitled
                      to participate immediately prior to such termination date,
                      provided that Key Employee shall not be required to pay
                      any amount greater than the regular contribution made by
                      Key Employee for such participation immediately prior to
                      such termination date.


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              d.  In the event Employer exercises its right of termination
                  pursuant to paragraph 4(c)(i) for cause, or Key Employee
                  leaves the employ of Employer other than pursuant to notice
                  duly given under paragraph 4(d), all of Employer's obligations
                  under this Agreement shall end except for Employer's
                  obligations to pay Key Employee's Base Salary, if any, earned
                  but unpaid to the date of such termination or of the Key
                  Employee so leaving Employer's employ, plus any then remaining
                  unpaid portion of the Promotion Bonus.

       6.     COVENANT NOT TO COMPETE.

              a.  RESTRICTED ACTIVITIES--DURATION. Except as otherwise consented
                  to or approved by Employer's Board of Directors in writing,
                  Key Employee agrees that, in addition to being operative
                  during the Employment Period, the provisions of paragraphs
                  6(a)(i) through (iii), inclusive, shall be operative for a
                  period of twelve (12) months after the later of (1) the date
                  Key Employee's employment with Employer (pursuant to this
                  Agreement or otherwise) is terminated or otherwise ceases, or
                  (2) the end of all severance payments, if any, which Employer
                  is obligated to make to Key Employee under paragraph 5(c) or
                  any other subsequent written agreement between them,
                  regardless of the time, manner or reason for the termination
                  or other cessation of such employment. During such periods,
                  without Telxon's prior written consent, Key Employee will not,
                  directly or indirectly, acting alone or as a member of a
                  partnership or as an owner, director, officer, employee,
                  manager, representative or consultant of any corporation or
                  other business entity:

                  i.  Engage in any business which manufactures, sells,
                      distributes, services or supports products or services of
                      a type manufactured, sold, marketed, serviced or
                      supported, or in any other business in competition with or
                      adverse to the business that is conducted by Employer, or
                      which Employer is in the process of developing and in or
                      of which Key Employee participated or has knowledge, at
                      the time of the cessation of Key Employee's employment
                      with the Employer, in the United States, Canada or any
                      European, Asian, Pacific Rim or other foreign country in
                      which Employer then or thereafter transacts business or is
                      making a bona fide attempt to do so;

                  ii. induce,  request or attempt to  influence  any customer or
                      supplier of Employer to curtail or cancel their business
                      or prospective business with Employer or in any way
                      interfere with Employer's business relationships; or

                  iii.induce, solicit or assist or facilitate the inducement or
                      solicitation by any third person of any employee, officer,
                      agent or representative of Employer to terminate his
                      respective relationship with Employer or in any way
                      interfere with the Employer's employee, officer, agent or
                      representative relationships.

              b.  TOLLING; RELIEF OF OBLIGATIONS. In the event that Key Employee
                  breaches any provision of this paragraph 6, such violation (i)
                  shall toll the running of the twelve (12) month period set
                  forth in paragraph 6(a) from the date of commencement of such
                  violation until such violation ceases, and (ii) shall relieve
                  Employer of any obligations to Key Employee under this
                  Agreement.

              c.  "BLUE PENCILING" OR MODIFICATION. If either the length of
                  time, geographic area or scope of restricted business activity
                  set forth in paragraph 6(a) is deemed unreasonably restrictive
                  or unreasonable in any other respect in any proceeding before
                  a court of competent jurisdiction, Key Employee and Employer
                  agree and consent to such court's modifying or reducing such


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                  restriction(s) with respect, but only with respect, to that
                  jurisdiction to the extent deemed reasonable under the
                  circumstances then presented.

       7.     NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

              a.  For purposes of this Agreement, "Confidential Information"
                  means all information or trade secrets of any type or
                  description belonging to Employer which are proprietary and
                  confidential to Employer and which are not publicly disclosed
                  or are only disclosed with restrictions. Without limiting the
                  generality of the foregoing, Confidential Information
                  includes: strategic and other plans for carrying on business;
                  cost data and other financial information; lists of customers,
                  employees, vendors and business partners and alliances;
                  manufacturing methods and processes; product research and
                  engineering data, drawings, designs and schematics; computer
                  programs, flow charts, routines, subroutines, translators,
                  compilers, operating systems and object and source codes;
                  specifications, inventions, know-how, calculations and
                  discoveries; any letters, papers, documents and instruments
                  disclosing or reflecting any of the foregoing; and all
                  information revealed to or acquired or created by Key Employee
                  during Key Employee's employment by Employer relating to any
                  of the foregoing or otherwise to Employer's past, current or
                  future business.

              b.  Key Employee acknowledges that the discharge of Key Employee's
                  duties under this Agreement will necessarily involve his
                  access to Confidential Information. Key Employee acknowledges
                  that the unauthorized use by him or disclosure by him of such
                  Confidential Information to third parties might cause
                  irreparable damage to Employer and Employer's business.
                  Accordingly, Key Employee agrees that at all times after the
                  date hereof he will not, without the prior written consent of
                  Employer's Board of Directors, copy, publish, disclose,
                  divulge to or discuss with any third party, nor use for his
                  own benefit or that of others any Confidential Information,
                  except in the normal conduct of his duties under this
                  Agreement, it being understood and acknowledged by Key
                  Employee that all Confidential Information created, compiled
                  or obtained by Key Employee or Employer, or furnished to Key
                  Employee by any person while Key Employee is associated with
                  Employer, is and shall be and remain Employer's exclusive
                  property.

              c.  Promptly upon termination of his employment, irrespective of
                  the time or manner thereof or reason therefor, Key Employee
                  agrees to return and surrender to Employer all Confidential
                  Information copies thereof in any form which is in any manner
                  in his control or possession, as well as all other Employer
                  property.

         8.       RIGHTS. Key Employee acknowledges and agrees that any
                  procedure, design feature, schematic, invention, improvement,
                  development, discovery, know-how, concept, idea or the like
                  (whether or not patentable, registrable under copyright or
                  trademark laws, or otherwise protectable under similar laws)
                  that Key Employee (whether individually or jointly with any
                  other person or persons) has since the inception of his
                  employment with Employer conceived of, suggested, made,
                  invented, developed or implemented, or may hereafter conceive
                  of, suggest, make, invent, develop or implement, during the
                  course of his service to Employer which relates in any way to
                  the business of Employer or to the general industry of which
                  Employer is a part, all physical embodiments and
                  manifestations thereof, and all patent rights, copyrights and
                  trademarks (and applications therefor) and similar protections
                  thereof (all of the foregoing referred to as "Work Product")
                  are and shall be the sole, exclusive and absolute property of
                  Employer. All Work Product shall be deemed to be works for
                  hire for the benefit of Employer, and to the extent that any
                  Work Product may not constitute a work for hire, Key Employee
                  hereby assigns to Employer all right, title and interest in,
                  to and under such Work Product, including, without limitation,
                  the right to obtain such patents,



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<PAGE>   8

                  copyright registrations, trademark registrations or similar
                  protections as Employer may desire to obtain. Key Employee
                  will immediately disclose all Work Product to Employer and
                  agrees, at anytime, upon Employer's request and without
                  additional compensation, to execute any documents and
                  otherwise to cooperate with Employer (including, without
                  limitation, all lawful testimony and sworn statements or other
                  certifications as may be appropriate) respecting the
                  perfection of its right, title and interest in, to and under
                  such Work Product and in any litigation or administrative or
                  other proceeding or controversy in connection therewith, all
                  expenses incident thereto be borne by Employer.

       9.     INDUCEMENT; REMEDIES INADEQUATE; AND SURVIVAL.

              a.  The covenants made by Key Employee in favor of Employer under
                  paragraphs 6, 7 and 8 and this paragraph 9 are being executed
                  and delivered by Key Employee in consideration of Key
                  Employee's employment with Employer and Employer's obligations
                  hereunder (including, without limitation, the Base Salary, the
                  Bonus Compensation and other benefits and payments provided
                  for herein). Key Employee further acknowledges that such
                  covenants were and have been conditions of his employment
                  since the inception of Key Employee's employment with
                  Employer.

              b.  Key Employee has carefully considered, and has had adequate
                  time and opportunity to consult with his own counsel or other
                  advisors regarding the nature and extent of the restrictions
                  upon him, and the rights and remedies conferred upon Employer,
                  under paragraphs 6, 7 and 8 and this paragraph 9, and hereby
                  acknowledges and agrees that such restrictions are reasonable
                  in time, territory and scope, are designed to eliminate
                  competition which otherwise would be unfair to Employer, do
                  not stifle the inherent skill and experience of Key Employee,
                  would not operate as a bar to Key Employee's sole means of
                  support, are fully required to protect the legitimate
                  interests of Employer and do not confer a benefit upon
                  Employer disproportionate to the detriment to Key Employee.

              c.  Key Employee acknowledges that the services to be rendered by
                  him to Employer as contemplated by this Agreement are special,
                  unique and of extraordinary character. Key Employee expressly
                  agrees and understand that the remedy at law for any breach by
                  him of paragraph 6, 7 or 8 will be inadequate and that the
                  damages flowing from such breach are not readily susceptible
                  to being measured in monetary terms. Accordingly, upon
                  adequate proof of Key Employee's violation of any legally
                  enforceable provision of paragraph 6, 7 or 8, Employer shall
                  be entitled to immediate injunctive relief, including, without
                  limitation, a temporary order restraining any threatened or
                  further breach. In the event any equitable proceedings are
                  brought to enforce any provision of paragraphs 6, 7 and 8, Key
                  Employee agrees that he will not raise in such proceedings any
                  defense that Employer has an adequate remedy at law, and Key
                  Employee hereby waives any such defense. Nothing in this
                  Agreement shall be deemed to limit Employer's remedies at law
                  or in equity for any breach by Key Employee of any of the
                  provisions of paragraphs 6, 7 and 8 which may be pursued or
                  availed of by Employer. Without limiting the generality of the
                  immediately preceding sentence, any covenant on Key Employee's
                  part contained in paragraph 6, 7 or 8 which may not be
                  specifically enforceable shall nevertheless, if breached, give
                  rise to a cause of action for monetary damages.

              d.  As used in paragraphs 6, 7 and 8 and in this paragraph 9, the
                  term "Employer" (other than with respect to the Board of
                  Directors) shall include, in addition to Employer, all
                  subsidiaries and other affiliates of Employer, whether so
                  related to Employer during Key Employee's employment with
                  Employer or at any time thereafter.



                                     - 8 -
<PAGE>   9

              e.  Subject only to such time limitations as may be expressly set
                  forth therein, the covenants and agreements made by Key
                  Employee in paragraphs 6, 7 and 8 and this paragraph 9 shall
                  survive full payment by Employer to Key Employee of the
                  amounts to which Key Employee is entitled under this Agreement
                  and the termination of this Agreement and Key Employee's
                  employment hereunder or otherwise. The provisions of
                  paragraphs 6, 7 and 8 and this paragraph 9, and to the extent
                  applicable thereto, paragraphs 13 through 20, shall continue
                  to apply to and be binding upon Key Employee in the event and
                  for so long as Key Employee shall remain in the employ of
                  Employer following any termination under this Agreement and
                  for such post-employment period as may there be specified but
                  measured from the end of such continued employment.

      10.     ASSIGNMENT OF KEY EMPLOYEE'S RIGHTS. In no event shall Employer be
              obligated to make any payment under this Agreement to any assignee
              or creditor of Key Employee. Prior to the time provided for the
              making of any payment under this Agreement, neither Key Employee
              nor his legal representative shall have any right by way of
              anticipation or otherwise to assign or otherwise dispose of any
              interest under this Agreement.

      11.     RIGHT OF SET-OFF. Any payments to be made to Key Employee under
              this Agreement shall be subject to offset by Employer for any
              claims for damages, liabilities or expenses which it may have
              against Key Employee.

      12.     EMPLOYER'S OBLIGATIONS UNFUNDED. Except as to any benefits that
              may be required to be funded under any benefit plan of Employer
              pursuant to law or under any other written agreement, the
              obligations of Employer under this Agreement are not funded, and
              Employer shall be not required to deposit in escrow or otherwise
              set aside any moneys in advance of the due date for payment
              thereof to Key Employee.

      13.     NOTICES. Any notice to be given hereunder by Employer to Key
              Employee shall be deemed to be given if delivered to Key Employee
              in person, or if mailed to Key Employee, by certified mail,
              postage prepaid, return receipt requested, at his address last
              shown on the records of Employer, and any notice to be given by
              Key Employee to Employer shall be deemed to be given if delivered
              in person or by mail, postage prepaid, return receipt requested to
              the Chief Executive Officer at Employer's principal executive
              office, unless Key Employee or Employer shall have duly notified
              the other parties in writing of a change of address. If mailed,
              notice shall be deemed to have been given when deposited in the
              mail as set forth above.

      14.     AMENDMENTS. This Agreement shall not be modified or discharged, in
              whole or in part, except by an agreement in writing signed by the
              parties hereto.

      15.     ENTIRE AGREEMENT. This Agreement, together with any and all other
              written agreement(s) made contemporaneously herewith, constitute
              the entire agreement between the parties with respect to Key
              Employee's employment by Employer from and after the Effective
              Date. The parties are not relying on any other representation or
              understanding with respect thereto, express or implied, oral or
              written. This Agreement, as supplemented by such contemporaneous
              agreement(s), supersedes any prior employment agreement, written
              or oral, between Key Employee and Employer.

      16.     CAPTIONS. The captions contained in this Agreement are for
              convenience of reference only and do not affect the meaning of any
              terms or provisions hereof.




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<PAGE>   10

      17.     GENDER AND NUMBER. Whenever the context may permit, any pronouns
              used herein shall include the corresponding masculine, feminine
              and neuter forms, and the singular form of any noun or pronoun,
              including any terms defined herein, shall include the plural and
              vice versa.

      18.     BINDING EFFECT. The rights and obligations of Employer hereunder
              shall inure to the benefit of, and shall be binding upon, Employer
              and its respective successors and assigns, and the rights and
              obligations of Key Employee hereunder shall inure to the benefit
              of, and shall be binding upon, Key Employee and his heirs,
              personal representatives and estate.

      19.     SEVERABLE PROVISIONS. The provisions of this Agreement are
              severable, and if any one or more provisions may be determined to
              be illegal or otherwise unenforceable in any jurisdiction, in
              whole or in part, the remaining provisions and any partially
              enforceable provision shall be binding and enforceable to the
              extent enforceable in such jurisdiction.

      20.     GOVERNING LAW. This Agreement shall be interpreted, construed, and
              enforced in all respects in accordance with the laws of the State
              of Ohio.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.

              TELXON CORPORATION                        KEY EMPLOYEE:


              By:   /s/ John W. Paxton, Sr.              /s/ William J. Murphy
                   --------------------------           ----------------------
                   John W. Paxton, Sr.                  William J. Murphy
                   Chairman & CEO









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