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                                                                  EXHIBIT 4.5.2

                         REGISTRATION RIGHTS AGREEMENT

 This Registration Rights Agreement is made and entered into as of December 1,
1995, by and among Telxon Corporation, a Delaware corporation (the "Company"),
and Hambrecht & Quist LLC and Prudential Securities Incorporated (the "Initial
Purchasers") who have purchased or have the right to purchase up to $86,250,000
in aggregate principal amount of 5 3/4% Convertible Subordinated Notes due 2003
(the "Notes") of the Company pursuant to the Placement Agreement (as such term
is defined below).

 This Agreement is made pursuant to the Placement Agreement, dated December 6,
1995, among the Company and the Initial Purchasers (the "Placement Agreement").
In order to induce the Initial Purchasers to enter into the Placement
Agreement, the Company has agreed to provide the registration rights provided
for in this Agreement to the Initial Purchasers and their respective direct and
indirect transferees (i) for the benefit of the Initial Purchasers, (ii) for
the benefit of the holders from time to time of the Notes (including the
Initial Purchasers) and the holders from time to time of the Common Stock
issuable or issued upon conversion of the Notes and (iii) for the benefit of
the securities constituting the Transfer Restricted Securities.  The execution
of this Agreement is a condition to the closing of the transactions
contemplated by the Placement Agreement.

        The parties hereby agree as follows:

        1.      DEFINITIONS.  As used in this Agreement, the following terms 
                shall have the following meanings:

                ADVICE: As defined in the last paragraph of Section 4(r) hereof.

                AFFILIATE: An affiliate of any specified person shall mean any
other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person.  For the purposes
of this definition, "control," when used with respect to any person, means the
power to direct the management and policies of such person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise and the terms "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing.

                AGREEMENT:  This Registration Rights Agreement, as the same may
be amended, supplemented or modified from time to time in accordance with
the terms hereof.

                BUSINESS DAY:  Each Monday, Tuesday, Wednesday, Thursday and 
Friday that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

                CLOSING DATE: December 12, 1995.

                COMMON STOCK:  Common Stock, $.01 par value per share, of the 
Company and any other shares of common stock as may constitute "Common Stock"
for purposes of the Indenture, in each case, as issuable or issued upon
conversion of the Notes.





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                COMPANY:  Telxon Corporation, a Delaware corporation, and any 
successor corporation thereto.

                CONTROLLING PERSON:  As defined in Section 6(a) hereof.

                DAMAGES PAYMENT DATE:  Each of the semi-annual interest payment 
dates provided in the Indenture.

                EFFECTIVENESS PERIOD:  As defined in Section 2(a) hereof.

                EFFECTIVENESS TARGET DATE:  The 150th day following the Closing 
Date.

                EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended, 
and the rules and regulations promulgated by the SEC pursuant thereto.

                FILING DATE:  The 90th day after the Closing Date.

                HOLDER:  Each registered holder of any Transfer Restricted 
Securities.

                INDEMNIFIED PERSON:  As defined in Section 6(a) hereof.

                INDENTURE:  The Indenture, dated the date hereof, between the 
Company and the Trustee thereunder, pursuant to which the Notes are being
issued, as amended, modified or supplemented from time to time in accordance
with the terms thereof.

                INITIAL PURCHASERS:  As defined in the first paragraph hereof.

                LIQUIDATED DAMAGES:  As defined in Section 3(a) hereof.

                NOTES:  The $75,000,000 aggregate principal amount of 5 3/4% 
Convertible Subordinated Notes due 2003 of the Company being issued pursuant to
the Indenture (together with the up to $11,250,000 aggregate principal amount
of such Notes, if, and to the extent the Initial Purchasers' over allotment
option is exercised).

                PLACEMENT AGREEMENT:  As defined in the second paragraph hereof.

                PROCEEDING:  An action, claim, suit or proceeding (including, 
without limitation, an investigation or partial proceeding, such as
disposition), whether commenced or threatened.

                PROSPECTUS:  The prospectus included in any Registration 
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated pursuant to
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Transfer
Restricted





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Securities covered by such Registration Statement, and all other amendments and
supplements to any such prospectus, including post-effective amendments, and
all materials incorporated by reference or deemed to be incorporated by
reference, if any, in such prospectus.

        RECORD HOLDER:  (i) with respect to any Damages Payment Date relating
to any Note as to which any such Liquidated Damages have accrued, the
registered Holder of such Note on the record date with respect to the interest
payment date under the Indenture on which such Damages Payment Date shall occur
and (ii) with respect to any Damages Payment Date relating to any Common Stock
as to which any such Liquidated Damages have accrued, the registered holder of
such Common Stock 15 days prior to the next succeeding Damages Payment Date.

        REGISTRATION DEFAULT:  As defined in Section 3(a) hereof.

        REGISTRATION STATEMENT:  Any registration statement of the Company that
covers any of the Notes pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference, if any, in such registration statement.

        RULE 144:  Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

        RULE 144A:  Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

        RULE 158:  Rule 158 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

        RULE 174:  Rule 174 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

        RULE 415:  Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.

        RULE 424:  Rule 424 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC as a replacement thereto having
substantially the same effect as such Rule.





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        SEC:  The Securities and Exchange Commission.

        SECURITIES ACT:  The Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.

        SHELF REGISTRATION STATEMENT:  As defined in Section 2 hereof.

        SPECIAL COUNSEL:  Any special counsel to the holders of Transfer
Restricted Securities, for which holders of Transfer Restricted Securities
will be reimbursed pursuant to Section 5 hereof.

        TIA:  The Trust Indenture Act of 1939, as amended.

        TRANSFER RESTRICTED SECURITIES:  The Notes and the shares of Common
Stock into which the Notes are converted or convertible (including any shares
of Common Stock issued or issuable thereon upon any stock split, stock
combinations, stock dividend or the like), upon original issuance thereof, and
at all times subsequent thereto, and associated related rights, if any, until,
in the case of any such Note or share (and associated rights) (i) the date on
which it has been registered effectively pursuant to the Securities Act and
disposed of in accordance with the Registration Statement relating to it, (ii)
the date on which either such Note or the shares of Common Stock issued upon
conversion of such Note are distributed to the public pursuant to Rule 144 (or
any similar provisions then in effect) or are saleable pursuant to Rule 144(k)
promulgated by the SEC pursuant to the Securities Act or (iii) the date on
which it ceases to be outstanding.

        TRUSTEE:  The Trustee under the Indenture.

        UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING:  A registration in
connection with which securities of the Company are sold to an underwriter for
reoffering to the public pursuant to an effective Registration Statement.

        References herein to the term "Holders of a majority in aggregate
principal amount of Transfer Restricted Securities" or words to a similar
effect shall mean, with respect to any request, notice, demand, objection or
other action by the holders of Transfer Restricted Securities hereunder or
pursuant hereto (each, an "Act"), registered holders of a number of shares of
then outstanding Common Stock constituting Transfer Restricted Securities and
an aggregate principal amount of then outstanding Notes constituting Transfer
Restricted Securities, such that the sum of such shares of Common Stock and the
shares of Common Stock issuable upon conversion of such Notes constitute in
excess of 50% of the sum of all of the then outstanding shares of Common Stock
constituting Transfer Restricted Securities and the number of shares of Common
Stock issuable upon conversion of then outstanding Notes constituting Transfer
Restricted Securities.  For purposes of the immediately preceding sentence, any
Holder may elect to take any Act with respect to all or any portion of Transfer





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Restricted Securities held by it and only the portion as to which such Act is
taken shall be included in the numerator of the fraction described in the
preceding sentence.

   2.   Shelf Registration Statement
        ----------------------------

        (a) The Company agrees to file with the SEC as soon as practicable
after the Closing Date, but in no event later than the Filing Date, a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Transfer Restricted Securities (the
"Shelf Registration Statement").  The Shelf Registration Statement shall be on
Form S-3 under the Securities Act or another appropriate form permitting
registration of such Transfer Restricted Securities for resale by the Holders
in the manner or manners reasonably designated by them (including, without
limitation, one or more underwritten offerings).  The Company shall not permit
any securities other than the Transfer Restricted Securities to be included in
the Shelf Registration Statement.  The Company shall use its reasonable efforts
to cause the Shelf Registration Statement to be declared effective pursuant to
the Securities Act as promptly as practicable following the filing thereof, but
in no event later than the Effectiveness Target Date, and to keep the Shelf
Registration Statement continuously effective under the Securities Act for 36
months after the date on which all the Notes are sold (including those sold
pursuant to the over-allotment option granted to the Initial Purchasers in the
Placement Agreement) to the Initial Purchasers (subject to extension pursuant
to Sections 2(b) and 2(d) hereof) (the "Effectiveness Period"), or such shorter
period ending when there cease to be outstanding any Transfer Restricted
Securities.

        (b) SUPPLEMENTS AND AMENDMENTS.  The Company shall use its reasonable
efforts to keep the Shelf Registration Statement continuously effective by
supplementing and amending the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement, if required by the Securities Act, or if
reasonably requested by the Holders of a majority in aggregate principal amount
of the Transfer Restricted Securities or by any underwriter of such Transfer
Restricted Securities; provided that the Effectiveness Period shall be extended
to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 and as otherwise provided herein.

        (c) SELLING SECURITYHOLDER INFORMATION.  The Company may require each
Holder of Transfer Restricted Securities as to which any registration is being
effected to furnish to the Company, within 20 Business Days after written
request therefor has been made by the Company, such information regarding the
distribution of such Transfer Restricted Securities as is required by law to be
disclosed in the applicable Registration Statement (the "Requisite
Information").

        The Company shall file, within two Business Days of the receipt of
notice from any Holder which includes the Requisite Information with respect to
such Holder, a Prospectus supplement pursuant to Rule 424 to amend or
supplement such Registration Statement to include in the Registration Statement
the Requisite Information as to such





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Holder (and the Transfer Restricted Securities held by such Holder), and the
Company shall provide such Holder and the Special Counsel within two Business
Days of such notice with a copy of such Prospectus as so amended or
supplemented containing the Requisite Information in order to permit such
holder to comply with the Prospectus delivery requirements of the Securities
Act in a timely manner with respect to any proposed disposition of such
Holder's Transfer Restricted Securities.

        If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder
shall have the right to require (i) the insertion therein of language, in form
and substance reasonably satisfactory to such Holder and the Company, to the
effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
Company's securities covered thereby and that such holding does not imply that
such Holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar Federal statute
then in force, the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

        No Holder shall be entitled to use the Prospectus unless and until such
Holder shall have furnished the information required by this Section 2(c) in
accordance with the first or second paragraph hereof.

        (d) CERTAIN NOTICES; SUSPENSION OF SALES.  Each Holder of Transfer
Restricted Securities agrees by acquisition of such Transfer Restricted
Securities that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(v) or
4(c)(vi) hereof, such Holder will forthwith discontinue disposition of such
Transfer Restricted Securities covered by such Registration Statement or
Prospectus (other than in transactions exempt from the registration
requirements under the Securities Act) until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 4(i)
hereof, or until it is advised in writing (the "Advice") by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has
received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus.  If the Company
shall give any such notice, the Effectiveness Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each Holder shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
4(i) hereof or (y) the Advice, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus.





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   3.   Liquidated Damages

        (a) The Company and the Initial Purchasers agree that the Holders of
Transfer Restricted Securities will suffer damages if the Company fails to
fulfill its obligations pursuant to Section 2 hereof and that it would not be
possible to ascertain the extent of such damages.  Accordingly, the Company
hereby agrees to pay liquidated damages ("Liquidated Damages") to each Holder
of Transfer Restricted Securities under the circumstances and to the extent set
forth below:

                        (i)     if the Shelf Registration Statement has not
                 been filed with the SEC on or prior to the Filing Date; or

                        (ii)      if the Shelf Registration Statement is not
                 declared effective by the SEC on or prior to the Effectiveness
                 Target Date; or

                       (iii)      if the Shelf Registration Statement has been
                 declared effective by the SEC and such Shelf Registration
                 Statement ceases to be effective or usable at any time during
                 the Effectiveness Period (without being succeeded on the same
                 day immediately by a post-effective amendment to such
                 Registration Statement that cures such failure and that is
                 itself immediately declared effective) for a period of time
                 which shall exceed 90 days in the aggregate per year;

(any of the foregoing, a "Registration Default").  In the event of any such
Registration Default, the Company shall pay Liquidated Damages to each Holder
of Transfer Restricted Securities during the first 90-day period immediately
following the occurrence of such Registration Default in an amount equal to
$.05 per week per $1,000 principal amount of Notes and, if applicable, $.01 per
week per share (subject to adjustment in the event of stock splits, stock
recombinations, stock dividends and the like) of Common Stock constituting
Transfer Restricted Securities held by such holder for each week or portion
thereof that the Registration Default continues.  The amount of such Liquidated
Damages will increase by an additional $.05 per week per $1,000 principal
amount of Notes and $.01 per week per share (subject to adjustment as set forth
above) of Common Stock constituting Transfer Restricted Securities for each
subsequent 90-day period until all Registration Defaults have been cured;
Provided, However, that Liquidated Damages shall not at any time exceed $.25
per week per $1,000 principal amount of Notes and $.05 per week per share
(subject to adjustment as set forth above) of Common Stock constituting
Transfer Restricted Securities.  Following the cure of all Registration
Defaults relating to any Transfer Restricted Securities, the accrual of
Liquidated Damages with respect to such Transfer Restricted Securities will
cease (without in any way limiting the effect of any subsequent Registration
Default).  A Registration Default under clause (i) above shall be cured on the
date that the Shelf Registration Statement is filed with the SEC; a
Registration Default under clause (ii) above shall be cured on the date that
the Shelf Registration Statement is declared effective by the SEC; and a
Registration Default under clause (iii) above shall be cured on the date the
Shelf Registration Statement is declared effective or usable.





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                 (b)      The Company shall notify the Trustee within one
Business Day after each and every date on which a Registration Default occurs.
Liquidated Damages shall be paid by the Company to the Record Holders on each
Damages Payment Date by wire transfer of immediately available funds to the
accounts specified by them or by mailing checks to their registered addresses
as they appear in the Note register (as defined in the Indenture), in the case
of the Notes, and in the register of the Company for the Common Stock, in the
case of the Common Stock, if no such accounts have been specified on or before
the Damage Payment Date; provided, however, that any Liquidated Damages accrued
with respect to any Note or portion thereof called for redemption on a
redemption date, repurchased in connection with a Repurchase Event (as defined
in the Indenture) on a repurchase date, or converted into Common Stock on a
conversion date prior to the Damages Payment Date, shall, in any such event, be
paid instead to the holder who submitted such Note or portion thereof for
redemption, repurchase or conversion on the applicable redemption date,
repurchase date or conversion date, as the case may be, on such date (promptly
following the conversion date, in the case of conversion of a Note).  Each
obligation to pay Liquidated Damages shall be deemed to commence accruing on
the date of the applicable Registration Default and to cease accruing when all
Registration Defaults have been cured.  In no event shall the Company be
required to pay Liquidated Damages in excess of the applicable maximum weekly
amount set forth above, regardless of whether one or multiple Registration
Defaults exist.

                 (c)      All of the Company's obligations set forth in this
Section 3 which are outstanding with respect to any Transfer Restricted
Securities at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such security have been satisfied in full.

                 (d)      Any payments due and payable pursuant to this Section
3 shall be subject to the provisions of Article IV of the Indenture as if such
payments were additional interest on the Notes.

         4.      REGISTRATION PROCEDURES.  In connection with the Company's
registration obligations hereunder, the Company shall effect such registrations
on the appropriate form available for the sale of the Transfer Restricted
Securities to permit the sale of Transfer Restricted Securities in accordance
with the intended method or methods of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:

                 (a)      No fewer than five Business Days prior to the initial
filing of a Registration Statement or Prospectus and no fewer than two Business
Days prior to the filing of any amendment or supplement thereto (but, with
respect to any document that would be incorporated or deemed to be incorporated
therein by reference, substantially concurrently with, but not prior to, filing
thereof), furnish to the Holders of the Transfer Restricted Securities, their
Special Counsel and the managing underwriters, if any, copies of all such
documents proposed to be filed, which documents (including, but not prior to
filing, those incorporated or deemed to be incorporated by reference) will be
subject to the review of such Holders, their Special Counsel and such
underwriters, if any, and cause the officers and





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directors of the Company, counsel to the Company and independent certified
public accountants to the Company to respond to such inquiries as shall be
necessary in connection with such Registration Statement, in the opinion of
respective counsel to such Holders and such underwriters, to conduct a
reasonable investigation within the meaning of the Securities Act; provided
that any supplement or amendment to the Registration Statement or Prospectus
filed pursuant to the second paragraph of Section 2(c) hereof need only be
furnished in accordance with time periods set forth in such paragraph;
provided, further, however, that the Company shall not be deemed to have kept a
Registration Statement effective during the applicable period if it voluntarily
takes or fails to take any action that results in selling Holders of the
Transfer Restricted Securities covered thereby not being able to sell such
Transfer Restricted Securities pursuant to Federal securities laws during that
period (and the time period during which such Registration Statement is
required to remain effective hereunder shall be extended by the number of days
during which such selling Holders of Transfer Restricted Securities are not
able to sell Transfer Restricted Securities).  The Company shall not file any
such Registration Statement or related Prospectus or any amendments or
supplements thereto to which the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities, their Special Counsel, or the
managing underwriters, if any, shall reasonably object on a timely basis;

                 (b)      Prepare and file with the SEC such amendments,
including post-effective amendments, to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective for the
applicable time period set forth in Section 3(a) hereof; cause the related
Prospectus to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then
in force) under the Securities Act and the Exchange Act with respect to the
disposition of all securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented (including, without limitation, the filing
of any Prospectus supplement pursuant to Rule 424 in order to add or change any
selling security holder information (including any such supplements or
amendments pursuant to Section 2(c) hereof, provided such holder of Transfer
Restricted Securities to which such change applies complies with the
information requirements of the first or second paragraph of Section 2(c)
hereof));

                 (c)      Notify the Holders of Transfer Restricted Securities
to be sold or their Special Counsel and the managing underwriters, if any,
promptly (and in the case of an event specified by clause (i)(A) of this
paragraph in no event fewer than two Business Days prior to such filing), and
(if requested by any such person), confirm such notice in writing, (i)(A) when
a Prospectus or any Prospectus supplement or post-effective amendment is
proposed to be filed, and, (B) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request of the SEC or any other Federal or state governmental authority for
amendments or supplements to a Registration Statement or related Prospectus or
for additional information related thereto, (iii) of the issuance by the SEC,
any state securities commission, any other governmental agency or any court of
any stop order,





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<PAGE>   10
order or injunction suspending or enjoining the use or the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
(iv) if at any time any of the representations and warranties of the Company
contained in any agreement (including any underwriting agreement) contemplated
by Section 4(m) hereof cease to be true and correct in all material respects,
(v) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Transfer Restricted Securities for sale in any jurisdiction, or the initiation
or threatening of any proceeding for such purpose, and (vi) of the existence of
any fact and the happening of any event that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect,
or that requires the making of any changes in such Registration Statement,
Prospectus or document so that in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading and that, in the case of the Prospectus, such Prospectus
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;

                 (d)      Use its reasonable efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of any order enjoining or suspending the
use or effectiveness of a Registration Statement or the lifting of any
suspension of the qualification (or exemption from qualification) of any of the
Transfer Restricted Securities for sale in any jurisdiction, at the earliest
practicable moment;

                 (e)      If requested by the managing underwriters, if any, or
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities being sold in connection with such offering, (i) promptly
incorporate in a Prospectus supplement or post- effective amendment such
information as the managing underwriters, if any, and such Holders agree should
be included therein, and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; provided, however, that the
Company shall not be required to take any action pursuant to this Section 4(e)
that would, in the opinion of counsel for the Company, violate applicable law
or to include information to which the Company reasonably objects;

                 (f)      Furnish to each Holder, their Special Counsel and
each managing underwriter, if any, without charge, at least one conformed copy
of each Registration Statement and each amendment thereto, including financial
statements (but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits, unless requested in writing
by such Holder, counsel or managing underwriter);

                 (g)      Deliver to each Holder, their Special Counsel, and
the underwriters, if any, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto to such persons reasonably request;





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and the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Transfer
Restricted Securities and the underwriters, if any, in connection with the
offering and sale of the Transfer Restricted Securities covered by such
Prospectus and any amendment or supplement thereto, provided that no Holder
shall be entitled to use the Prospectus unless and until such Holder shall have
furnished to the Company any required information pursuant to the first or
second paragraph of Section 2(c) hereof;

                 (h)      Prior to any public offering of Transfer Restricted
Securities, use its reasonable efforts to register or qualify, or cooperate
with the Holders of Transfer Restricted Securities to be sold or tendered for,
the underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, such Transfer Restricted Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions within the United States
as any Holder or underwriter reasonably requests in writing, keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things necessary or advisable to enable the disposition
in such jurisdictions of the Transfer Restricted Securities covered by the
applicable Registration Statement; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
subject the Company to any tax in any such jurisdiction where it is not then so
subject;

                 (i)      In connection with any sale or transfer of Transfer
Restricted Securities that will result in such securities no longer being
Transfer Restricted Securities, cooperate with the Holders and the managing
underwriters, if any, to (A) facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold, which
certificates shall not bear any restrictive legends, shall bear a CUSIP number
different from the CUSIP number for the Transfer Restricted Securities and
shall be in a form eligible for deposit with The Depository Trust Company and
(B) enable such Transfer Restricted Securities to be in such denominations and
registered in such names as the managing underwriters, if any, or Holders may
request at least two Business Days prior to any sale of Transfer Restricted
Securities;

                 (j)      Use its reasonable efforts to cause the offering of
the Transfer Restricted Securities covered by the Registration Statement to be
registered with or approved by such other governmental agencies or authorities
within the United States, except as may be required as a consequence of the
nature of such selling Holder's business, in which case the Company will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals as may be necessary to enable the
seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Transfer Restricted Securities; provided, however, that the
Company shall not be required to register the Transfer Restricted Securities in
any jurisdiction that would subject it to general service of process in any
such jurisdiction where it is not then so subject or subject the Company to any
tax in any such





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<PAGE>   12
jurisdiction where it is not then so subject or to require the Company to
qualify to do business in any jurisdiction where it is not then so qualified;

                 (k)      Upon the occurrence of any event contemplated by
Section 4(c)(vi) hereof, as promptly as practicable, prepare a supplement or
amendment, including, if appropriate, a post-effective amendment, to each
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                 (l)      Prior to the effective date of the first Registration
Statement relating to the Transfer Restricted Securities, to provide a CUSIP
number for the Transfer Restricted Securities to be sold pursuant to the
Registration Statement;

                 (m)      Enter into such agreements (including an underwriting
agreement in form, scope and substance to is customary in underwritten
offerings) and take all such other reasonable actions in connection therewith
(including those reasonably requested by the managing underwriters, if any, or
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities being sold) in order to expedite or facilitate the
disposition of such Transfer Restricted Securities, and in such connection,
whether or not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration, (i) make such representations and
warranties to the Holders of such Transfer Restricted Securities and the
underwriters, if any, with respect to the business of the Company and its
subsidiaries (including with respect to businesses or assets acquired or to be
acquired by any of them), and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings, and confirm the same if and
when requested; (ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance) shall be
reasonably satisfactory to the managing underwriters, if any, and Special
Counsel to the Holders of the Transfer Restricted Securities being sold
(provided that such counsel may be any of the counsel identified in Section
9(f)(ii) hereof)), addressed to each selling Holder of Transfer Restricted
Securities and each of the underwriters, if any, covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Special Counsel and
underwriters; (iii) use its reasonable efforts to obtain customary "cold
comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data is, or is
required to be, included in the Registration Statement), addressed (where
reasonably possible) to each selling Holder of Transfer Restricted Securities
and each of the underwriters, if any, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters





                                      -12-
<PAGE>   13
in connection with underwritten offerings; (iv) if an underwriting agreement is
entered into, the same shall contain indemnification provisions and procedures
no less favorable to the selling Holders of Transfer Restricted Securities and
the underwriters, if any, than those set forth in Section 6 hereof (or such
other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities covered by
such Registration Statement and the managing underwriters); and (v) deliver
such documents and certificates as may be reasonably requested by the Holders
of majority in aggregate principal amount of the Transfer Restricted Securities
being sold, their Special Counsel or the managing underwriters, if any, to
evidence the continued validity of the representations and warranties made
pursuant to clause (i) of this Section 4(m) and to evidence compliance with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company;

                 (n)      Make available for inspection by a representative of
the Holders of Transfer Restricted Securities being sold, any underwriter
participating in any such disposition of Transfer Restricted Securities, if
any, and any attorney, consultant or accountant retained by such selling
Holders or underwriter, at the offices where normally kept, during reasonable
business hours, all financial and other records, pertinent corporate documents
and properties of the Company and its subsidiaries as they may reasonably
request (including with respect to business and assets acquired or to be
acquired to the extent that such information is available to the Company), and
cause the officers, directors, agents and employees of the Company and its
subsidiaries (including with respect to business assets acquired or to be
acquired to the extent that such information is available to the Company) to
supply all information in each case reasonably requested by any such
representative, underwriter, attorney, consultant or accountant in connection
with such Registration Statement, provided, however, that such persons shall
first agree in writing with the Company that any information that is reasonably
and in good faith designated by the Company in writing as confidential at the
time of delivery of such information shall be kept confidential by such
persons, unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law (including
any disclosure requirements pursuant to Federal securities laws in connection
with the filing of any Registration Statement or the use of any prospectus
referred to in this Agreement), (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to
safeguard by any such person or (iv) such information becomes available to any
such person from a source other than the Company and such source is not bound
by a confidentiality agreement.

                 (o)      Cause the Indenture to be qualified under the TIA not
later than the effective date of the first Registration Statement relating to
the Transfer Restricted Securities; and in connection therewith, cooperate with
the Trustee under the Indenture and the holders of the Transfer Restricted
Securities to effect such changes to the Indenture, if any, as may be required
for such Indenture to be so qualified in accordance with the terms of the TIA;
and execute, and use its reasonable best efforts to cause such trustee to
execute, all customary documents as may be required to effect such changes, and
all other forms and documents





                                      -13-
<PAGE>   14
(including the Form T-1) required to be filed with the SEC to enable the
Indenture to be so qualified under the TIA in a timely manner.

                 (p)      Comply with applicable rules and regulations of the
SEC and make generally available to its security holders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act), no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or reasonable efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the
first day of the first fiscal quarter after the effective date of a
Registration Statement, which statement shall cover said period, consistent
with the requirements of Rule 158; and

                 (q)      (i) list all Common Stock covered by such
Registration Statement on any securities exchange on which the Common Stock is
then listed or (ii) authorize for quotation on the National Association of
Securities Dealers Automated Quotation System ("Nasdaq") or the National Market
System of Nasdaq all Common Stock covered by such Registration Statement if the
Common Stock is then so authorized for quotation.

         5.      Registration Expenses
                 ---------------------

                 (a)      All reasonable fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by it whether or not any Registration Statement is filed or becomes effective
and whether or not any securities are issued or sold pursuant to any
Registration Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filings
fees (including without limitation, fees and expenses (A) with respect to
filings required to be made with the National Association of Securities
Dealers, Inc. and (B) in compliance with securities or Blue Sky laws
(including, without limitation and in addition to that provided for in (b)
below, fees and disbursements of counsel for the underwriters or Special
Counsel for the Holders in connection with Blue Sky qualifications of the
Transfer Restricted Securities and determination of the eligibility of the
Transfer Restricted Securities for investment under the laws of such
jurisdictions as the managing underwriters, if any, or Holders of a majority in
aggregate principal amount of Transfer Restricted Securities, may designate)),
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Transfer Restricted Securities in a form eligible for deposit
with The Depository Trust Company and of printing Prospectuses if the printing
of Prospectuses is reasonably required by the managing underwriters, if any, or
by the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in or tendered for in connection with any
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and Special Counsel for the
Holders (plus any local counsel, deemed appropriate by the Holders of a
majority in aggregate principal amount of the Transfer Restricted Securities)
in accordance with the provisions of Section 5(b) hereof, (v) fees and





                                      -14-
<PAGE>   15
disbursements of all independent certified public accountants referred to in
Section 4(m)(iii) (including, without limitation, the expenses of any special
audit and "cold comfort" letters required by or incident to such performance),
(vi) Securities Act liability insurance, if the Company so desires such
insurance, and (vii) fees and expenses of all other persons retained by the
Company.  In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of an annual audit, and the
fees and expenses incurred in connection with the listing of the securities to
be registered on any securities exchange.  Notwithstanding the foregoing or
anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and commissions of any underwriters with respect to any
Transfer Restricted Securities sold by it.

                 (b)      In connection with any registration hereunder, the
Company shall reimburse the Holders of the Transfer Restricted Securities being
registered or tendered for in such registration for the reasonable fees and
disbursements of not more than one firm of attorneys representing the selling
Holders (in addition to any local counsel), which firm shall be chosen by the
Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities.  Wilson Sonsini Goodrich & Rosati, P.C., shall be Special Counsel
for all purposes hereof unless and until another Special Counsel shall have
been selected by a majority in aggregate principal amount of the Transfer
Restricted Securities and notice hereof shall have been given to the Company.

         6.      Indemnification
                 ---------------

                 (a)      The Company agrees to indemnify and hold harmless (i)
each of the Initial Purchasers, (ii) each Holder of Transfer Restricted
Securities, (iii) each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the
foregoing (any of the persons referred to in this clause (iii) being
hereinafter referred to as a "controlling person"), and (iv) the respective
officers, directors, partners, employees, representatives and agents of the
Initial Purchasers, each Holder of Transfer Restricted Securities, or any
controlling person (any person referred to in clause (i), (ii), (iii) or (iv)
may hereinafter be referred to as an "Indemnified Person"), from and against
any and all losses, claims, damages, liabilities, expenses  and judgments
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or form of Prospectus or in
any amendment or supplement thereto or in any preliminary Prospectus, or caused
by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case
of any Prospectus or form of Prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except insofar as
such losses, claims, damages, liabilities, expenses or judgments are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to any Indemnified Person furnished in writing
to the Company by or on behalf of such Indemnified Person expressly for use
therein; provided that the foregoing indemnity with respect to any preliminary
Prospectus shall not inure to the benefit of any Indemnified Person from whom
the





                                      -15-
<PAGE>   16
person asserting such losses, claims, damages, liabilities, expenses and
judgments purchased securities if such untrue statement or omission or alleged
untrue statement or omission made in such preliminary Prospectus is eliminated
or remedied in the Prospectus and a copy of the Prospectus shall not have been
furnished to such person in a timely manner due to the wrongful action or
wrongful inaction of such Indemnified Person, whether as a result of negligence
or otherwise.

                 (b)      In case any action shall be brought against any
Indemnified Person, based upon any Registration Statement or any such
Prospectus or any amendment or supplement thereto and with respect to which
indemnity may be sought against the Company, such Indemnified Person shall
promptly notify the Company in writing and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Person and payment of all reasonable fees and expenses.  Any
Indemnified Person shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person, unless (i) the
employment of such counsel shall have been specifically authorized in writing
by the Company, (ii) the Company shall have failed to assume the defense and
employ counsel or (iii) such Indemnified Person or Persons shall have been
advised by counsel that there may be a conflict between the positions of the
indemnifying party or parties and of the indemnified party or parties in
conducting the defense of such action or proceeding or that there may be legal
defenses available to such Indemnified Person or Persons different from or in
addition to those available to the indemnifying party or parties (in which case
the Company shall not have the right to assume the defense of such action on
behalf of such Indemnified Person, it being understood, however, that the
Company shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) for all such Indemnified Persons, which firm shall be
designated in writing by such Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred).  The Company shall not be
liable for any settlement of any such action effected without its written
consent but if settled with the written consent of the Company, the Company
agrees to indemnify and hold harmless any Indemnified Person from and against
any loss or liability by reason of such settlement.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                 (c)      In connection with any Registration Statement in
which the Holder of Transfer Restricted Securities is participating, such
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers and any
person controlling the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity





                                      -16-
<PAGE>   17
from the Company to each Indemnified Person but only with reference to
information relating to such Indemnified Person furnished in writing by or on
behalf of such Indemnified Person expressly for use in such Registration
Statement.  In case any action shall be brought against the Company, any of its
directors, any such officer or any person controlling the Company based on such
Registration Statement and in respect of which indemnity may be sought against
any Indemnified Person, the Indemnified Person shall have the rights and duties
given to the Company (except that if the Company shall have assumed the defense
thereof, such Indemnified Person shall not be required to do so, but may employ
separate counsel therein and participate in defense thereof but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person),
and the Company, its directors, any such officers and any person controlling
the Company shall have the rights and duties given to the Indemnified Person by
Section 6(b) hereof.

                 (d)      If the indemnification provided for in this Section 6
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities, expenses or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities, expenses and judgments (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and each Indemnified Person on the other hand from
the offering of the Transfer Restricted Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and each such
Indemnified Person in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities, expenses or judgments,
as well as any other relevant equitable considerations.  The relative fault of
the Company and each such Indemnified Person shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Company or such Indemnified Person and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

         The Company and the Initial Purchasers agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Indemnified Person were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities, expenses or judgments
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions of this
Section 6, no Indemnified Person shall be required to contribute any amount in
excess of the amount by which the total net profit received by it in connection
with the sale of the Transfer Restricted Securities pursuant to this Agreement
exceeds the amount of any damages which such Indemnified Person has otherwise
been required to pay by reason of such





                                      -17-
<PAGE>   18
untrue or alleged untrue statement or omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  The Indemnified Persons'
obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective amount of Transfer Restricted Securities included
in and sold pursuant to any such Registration Statement by each Indemnified
Person and not joint.

         7.      Rules 144 and 144A
                 ------------------

                 The Company shall use its best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time it is not required to file such reports but
in the past had been required to or did file such reports, it will, upon the
request of any Holder, make available other information as required by, and so
long as necessary to permit sales of, its Transfer Restricted Securities
pursuant to Rule 144 and Rule 144A .  Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

         8.      Underwritten Registrations
                 --------------------------

                 If any of the Transfer Restricted Securities covered by any
Shelf Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities included in
such offering, subject to the consent of the Company (which will not be
unreasonably withheld or delayed).

                 No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         9.      Miscellaneous
                 -------------

                 (a)      REMEDIES.  In the event of a breach by the Company,
or by a holder of Transfer Restricted Securities, of any of their obligations
under this Agreement, each holder of Transfer Restricted Securities or the
Company, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement.  The Company and each holder of Transfer
Restricted Securities agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby





                                      -18-
<PAGE>   19
further agree that, in the event of any action for specific performance in
respect of such breach, they shall waive the defense that a remedy at law would
be adequate.

                 (b)      NO INCONSISTENT AGREEMENTS.  The Company shall not
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the holders of Transfer Restricted Securities in
this Agreement or otherwise conflicts with the provisions hereof.  The Company
is not currently a party to any agreement granting any registration rights with
respect to any of its securities to any person which conflicts with the
Company's obligations hereunder or gives any other party the right to include
any securities in any Registration Statement filed pursuant hereto.  Without
limiting the generality of the foregoing, without the written consent of the
Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities, the Company shall not grant to any person the right to request it
to register any of its securities under the Securities Act unless the rights so
granted are subject in all respect to the prior rights of the holders of
Transfer Restricted Securities set forth herein, and are not otherwise in
conflict or inconsistent with the provisions of this Agreement.

                 (c)      NO ADVERSE ACTION AFFECTING THE TRANSFER RESTRICTED
SECURITIES.  The Company will not take any action with respect to the Transfer
Restricted Securities which would adversely affect the ability of any of the
Holders of Transfer Restricted Securities to include such Transfer Restricted
Securities in a registration undertaken pursuant to this Agreement.

                 (d)      NO PIGGYBACK ON REGISTRATIONS.  The Company shall not
grant to any of its security holders (other than the Holders of Transfer
Restricted Securities in such capacity) the right to include any of its
securities in any Shelf Registration Statement other than Transfer Restricted
Securities.

                 (e)      AMENDMENTS AND WAIVERS.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof, may not be given, without the written consent of the Holders
of a majority of the then outstanding Transfer Restricted Securities on a fully
converted basis; provided, however, that, for the purposes of this Agreement,
Transfer Restricted Securities that are owned. directly or indirectly, by
either the Company or an Affiliate of the Company are not deemed outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Transfer Restricted Securities whose securities are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders of Transfer Restricted Securities
may be given by Holders of a majority of the Transfer Restricted Securities (on
a fully converted basis) being sold by such Holders pursuant to such
Registration Statement; provided, however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence.





                                      -19-
<PAGE>   20
                 (f)      NOTICES.  All notices and other communications
provided for herein shall be made in writing by hand-delivery, next day air
courier, certified first-class mail, return receipt requested or telecopy:

                          (i)     if to a Holder of Transfer Restricted
                                  Securities, to the address of such Holder as
                                  it appears in the Note or Common Stock
                                  register of the Company, as applicable; and

                          (ii)    if to the Company, to:

                                  Telxon Corporation
                                  3330 West Market Street
                                  Akron, Ohio 44333
                                  Attention:  Legal Department
                                  Telecopy No.:  (216) 873-2083

                                  with a copy to:

                                  Goodman Weiss Miller
                                  100 Erieview Plaza
                                  27th Floor
                                  Cleveland, Ohio 44114
                                  Attention:  Robert A. Goodman, Esq.
                                  Telecopy No.:  (216) 363-5835

                                  with a copy to:

                                  Skadden, Arps, Slate, Meagher & Flom
                                  919 3rd Avenue
                                  New York, New York 10022
                                  Attention: Mark C. Smith, Esq.
                                  Telecopy No.: (212) 735-2000; and

                          (iii)   if to the Special Counsel, to:

                                  Wilson, Sonsini, Goodrich & Rosati, P.C.
                                  650 Page Mill Road
                                  Palo Alto, California 94304-1050
                                  Attention: John A. Fore, Esq.
                                  Telecopy No.: (415) 493-6811





                                      -20-
<PAGE>   21
                                  or such other Special Counsel at such other
                                  address and telecopy number as a majority in
                                  aggregate principal amount of the Transfer
                                  Restricted Securities shall have given notice
                                  to the Company as contemplated by Section
                                  5(b) hereof.

         Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given, when delivered by hand,
if personally delivered; one Business Day after being timely delivered to a
next-day air courier, five Business Days after being deposited in the mail,
postage prepaid, if mailed; and when receipt is acknowledged by the recipient's
telecopier machine, if telecopied.

                 (g)      SUCCESSORS AND ASSIGNS.  This Agreement shall inure
to the benefit of and be binding upon the successors and permitted assigns of
each of the parties and shall inure to the benefit of each existing and future
Holder of Transfer Restricted Securities.  The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder of Transfer Restricted Securities.

                 (h)      COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same Agreement.

                 (i)      Governing Law; Submission to Jurisdiction
                          -----------------------------------------

                          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.  THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.





                                      -21-
<PAGE>   22
                 (j)      SEVERABILITY.  The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.  If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

                 (k)      HEADINGS.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  All references made in this Agreement to "Section" and
"paragraph" refer to such Section or paragraph of this Agreement, unless
expressly stated otherwise.

                 (l)      ATTORNEYS' FEES.  In any action or proceeding brought
to enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the prevailing party, as determined by the
court, shall be entitled to recover its reasonable attorneys' fees in addition
to any other available remedy.





                                      -22-
<PAGE>   23
         IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.

                                        TELXON CORPORATION


                                        By:/s/ Kenneth W. Haver
                                           -----------------------------------
                                           Name: Kenneth W. Haver
                                           Title: Senior Vice President,
                                                  Chief Financial Officer
                                                  and Treasurer


The foregoing Registration Rights
Agreement is hereby confirmed and
agreed to as of the date first above
written:

HAMBRECHT & QUIST LLC
PRUDENTIAL SECURITIES INCORPORATED

By Hambrecht & Quist LLC

/s/ S. N. Machtinger
--------------------------------------