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                                                              EXHIBIT 10.3.3.b

          THIS DEED OF TRUST SECURES FUTURE ADVANCES MADE FROM TIME TO
                 TIME UNDER THE LOAN INSTRUMENTS SECURED HEREBY

                           REAL PROPERTY DEED OF TRUST
                             (Harris County, Texas)

STATE OF TEXAS             )
                           ) SS
COUNTY OF HARRIS           )


                  THIS REAL PROPERTY DEED OF TRUST ("DEED OF TRUST"), made as of
August 26, 1999, is made and executed by TELXON CORPORATION, a Delaware
corporation ("TRUSTOR"), having its principal offices at 3330 West Market
Street, Akron, Ohio 44333, unto JOSEPH C. MATHEWS, as trustee, having an address
at 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202 ("TRUSTEE"), for the
benefit of FOOTHILL CAPITAL CORPORATION, a California corporation (in its
individual capacity, "FOOTHILL") having an office at 11111 Santa Monica
Boulevard, Suite 1500, Los Angeles, California 90025-3333, as agent (Foothill in
its capacity as agent being hereinafter referred to as "AGENT") for Lenders (as
"LENDERS" is defined in the Loan and Security Agreement referred to below).

                                    RECITALS

                  I. Pursuant to the terms of a certain Loan and Security
Agreement of even date herewith (said Loan and Security Agreement, together with
all amendments, supplements, modifications and replacements thereof, being
hereinafter referred to as the "LOAN AGREEMENT") by and between Foothill, as a
Lender and as Agent for all Lenders, such other financial institutions which may
now or hereafter become signatory thereto as Lenders, and Trustor, Agent and
Lenders have agreed to make loans to Trustor and extend other financial
accommodations to Trustor in an aggregate principal amount of $100,000,000
(collectively, the "LOANS"). The interest chargeable thereon is calculated at
variable rates as more fully set forth in the Loan Agreement. The Loans consist
of (i) a revolving loan in a maximum principal amount of $80,000,000 (the
"REVOLVING LOAN"), which revolving loan is evidenced by the Loan Agreement, (ii)
a term loan "No. 1" in the original principal amount of $6,000,000 (the "TERM
LOAN NO. 1"), which term loan is evidenced by one or more notes in the aggregate
principal amount of $6,000,000 (said notes, together with all amendments,
supplements, modifications and full or partial replacements thereof, being
hereinafter referred to as the "TERM NOTES NO. 1"), (iii) a term loan "No. 2" in
the original principal amount of $10,000,000 (the "TERM LOAN NO. 2"), which term
loan is evidenced by one or more notes in the aggregate principal amount of
$10,000,000 (said notes, together with all amendments, supplements,
modifications and full or partial replacements thereof, being



<PAGE>   2



hereinafter referred to as the "TERM NOTES NO. 2"), and (iv) a bridge term loan
in the original principal amount of $30,000,000 (the "BRIDGE LOAN"), which term
loan is evidenced by one or more notes in the aggregate principal amount of
$30,000,000 (said notes, together with all amendments, supplements,
modifications and full or partial replacements thereof, being hereinafter
referred to as the "BRIDGE NOTES"). Term Notes No. 1, Term Notes No. 2 and the
Bridge Notes are hereinafter collectively referred to as the "NOTES." The Loans
have a final maturity date of August 26, 2001. The terms and provisions of the
Notes and the Loan Agreement are hereby incorporated by reference in this Deed
of Trust. The rate or rates of interest payable under the Loan Agreement may
vary from time to time.

                  II. This Deed of Trust secures not only present indebtedness
but also future advances of principal indebtedness under the Loan Agreement as
if such future advances were made on the date hereof. The total indebtedness
secured by this Deed of Trust may increase or decrease from time to time.

                                GRANTING CLAUSES

                  To secure the payment of the indebtedness evidenced by the
Notes and the Loan Agreement, and the payment of all amounts due under and the
performance and observance of all covenants and conditions contained in this
Deed of Trust, the Notes, the Loan Agreement and any other documents and
instruments now or hereafter executed by Trustor or any party related thereto or
affiliated therewith to evidence, secure or guarantee the payment of all or any
portion of the indebtedness under the Notes, the Loan Agreement and any and all
renewals, extensions, amendments and replacements of this Deed of Trust, the
Notes, the Loan Agreement and any such other documents and instruments (the
Notes, the Loan Agreement, this Deed of Trust, such other documents and
instruments now or hereafter executed and delivered in connection with the
Loans, and any and all amendments, renewals, extensions and replacements hereof
and thereof, being sometimes referred to collectively as the "LOAN
INSTRUMENTS"), (all indebtedness and liabilities secured hereby being
hereinafter sometimes referred to as "BORROWER'S LIABILITIES"), FOR GOOD AND
VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust
herein created, the receipt of which is hereby acknowledged, Trustor, hereby
irrevocably assigns, grants, bargains, sells, warrants and conveys to Trustee,
IN TRUST, WITH POWER OF SALE, for the benefit of Agent, and grants to Agent a
security interest in the following described property, subject to the terms and
conditions herein:

                   (A) The land located in Harris County, Texas, legally
described in attached EXHIBIT A ("LAND" [Borrower's Manufacturing Plant and
National Service Center in Houston, Texas]);

                  (B) All the buildings, structures, improvements and fixtures
of every kind or nature now or hereafter situated on the Land and all machinery,
appliances, equipment, furniture and all other personal property of every kind
or nature which constitute fixtures with respect to the Land, together with all
extensions, additions, improvements, substitutions and replacements of the
foregoing ("IMPROVEMENTS");



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                  (C) All easements, tenements, rights-of-way, vaults, gores of
land, streets, ways, alleys, passages, sewer rights, water courses, water rights
and powers and appurtenances in any way belonging, relating or appertaining to
any of the Land or Improvements, or which hereafter shall in any way belong,
relate or be appurtenant thereto, whether now owned or hereafter acquired
("APPURTENANCES");

                  (D)(i) All judgments, insurance proceeds, awards of damages
and settlements which may result from any damage to all or any portion of the
Land, Improvements or Appurtenances or any part thereof or to any rights
appurtenant thereto;

                  (ii) All compensation, awards, damages, claims, rights of
action and proceeds of or on account of (a) any damage or taking, pursuant to
the power of eminent domain, of the Land, Improvements or Appurtenances or any
part thereof, (b) damage to all or any portion of the Land, Improvements or
Appurtenances by reason of the taking, pursuant to the power of eminent domain,
of all or any portion of the Land, Improvements, Appurtenances or of other
property, or (c) the alteration of the grade of any street or highway on or
about the Land, Improvements, Appurtenances or any part thereof; and, except as
otherwise provided herein, Agent is hereby authorized to collect and receive
said awards and proceeds and to give proper receipts and acquittances therefor
and, except as otherwise provided herein, to apply the same toward the payment
of the indebtedness and other sums secured hereby; and

                  (iii) All proceeds, products, replacements, additions,
substitutions, renewals and accessions of and to the Land, Improvements or
Appurtenances;

                  (E) All rents, issues, profits, income and other benefits now
or hereafter arising from or in respect of the Land, Improvements or
Appurtenances (the "RENTS"); it being intended that this Granting Clause shall
constitute an absolute and present assignment of the Rents, subject, however, to
the license given to Trustor to collect and use the Rents as provided in this
Deed of Trust;

                  (F) Any and all leases, licenses and other occupancy
agreements now or hereafter affecting the Land, Improvements or Appurtenances,
together with all security therefor and guaranties thereof and all monies
payable thereunder, and all books and records owned by Trustor which contain
evidence of payments made under the leases and all security given therefor
(collectively, the "LEASES"), subject, however, to the license given in this
Deed of Trust to Trustor to collect the Rents arising under the Leases as
provided in this Deed of Trust;

                  (G) Any and all after-acquired right, title or interest of
Trustor in and to any of the property described in the preceding Granting
Clauses; and

                  (H) The proceeds from the sale, transfer, pledge or other
disposition of any or all of the property described in the preceding Granting
Clauses;



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                  All of the Property described in the Granting Clauses is
hereinafter referred to as the "PROPERTY."

                  TO HAVE AND TO HOLD, together with all and singular the
rights, privileges, hereditaments and appurtenances thereunto in any way
incident, appertaining or belonging, the same unto Trustee and his successor or
successors forever, and Trustor hereby binds itself, his successors and assigns,
to warrant and forever defend title to the Property unto Trustee and his
successor or successors, against every person whomsoever lawfully claiming or to
claim the same or any part thereof, subject only to Permitted Encumbrances (as
hereinafter defined).


                                   ARTICLE ONE
                              COVENANTS OF TRUSTOR

                  Trustor covenants and agrees with Agent as follows:


                  1.1. PERFORMANCE UNDER LOAN AGREEMENT, NOTES, DEED OF TRUST
AND OTHER LOAN INSTRUMENTS. Trustor shall perform, observe and comply with or
cause to be performed, observed and complied with in a complete and timely
manner all provisions hereof, of the Loan Agreement and of the Notes, every
other Loan Instrument and every instrument evidencing or securing Borrower's
Liabilities.

                  1.2. GENERAL COVENANTS AND REPRESENTATIONS. Trustor covenants,
represents and warrants that as of the date hereof and at all times thereafter
during the term hereof: (a) Trustor is seized of an indefeasible estate in fee
simple in that portion of the Property which is real property, and has good and
absolute title to it and the balance of the Property free and clear of all
liens, security interests, charges and encumbrances whatsoever, except those
permitted by Agent (such liens, security interests, charges and encumbrances
being hereinafter referred to as the "PERMITTED ENCUMBRANCES"); and (b) Trustor
will maintain and preserve the lien of this Deed of Trust as a first and
paramount lien on the Property, subject only to the Permitted Encumbrances until
Borrower's Liabilities have been paid in full and all obligations of Agent and
Lenders under the Loan Agreement have been terminated.

                  1.3. COMPLIANCE WITH LAWS AND OTHER RESTRICTIONS. Trustor
covenants and represents that the Land and the Improvements and the use thereof
presently comply with, and, to the extent required by the Loan Agreement, will
continue to comply with, all applicable restrictive covenants, zoning and
subdivision ordinances and building codes, licenses, health and environmental
laws and regulations and all other applicable laws, ordinances, rules and
regulations.

                  1.4. TAXES AND OTHER CHARGES.

                  1.4.1. TAXES AND ASSESSMENTS. Trustor shall pay promptly when
due all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations,




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liens and encumbrances of every kind and nature whatsoever now or hereafter
imposed, levied or assessed upon or against the Property or any part thereof, or
upon or against this Deed of Trust or Borrower's Liabilities; provided, however,
that Trustor may in good faith contest the validity, applicability or amount of
any tax, assessment or other charge, if Trustor complies with any provisions
which may be set forth in the Loan Agreement regarding the contest of taxes.

                  1.4.2. TAXES AFFECTING INTEREST OF AGENT AND LENDERS. If any
state, federal, municipal or other governmental law, order, rule or regulation,
which becomes effective subsequent to the date hereof, in any manner changes or
modifies existing laws governing the taxation of mortgages or deeds of trust or
debts secured by mortgages or deeds of trust, or the manner of collecting taxes,
so as to impose on Agent or Lenders a tax by reason of its ownership of any or
all of the Loan Instruments or measured by the principal amount of Borrower's
Liabilities, requires or has the practical effect of requiring Agent or Lenders
to pay any portion of the real estate taxes levied in respect of the Property or
to pay any tax levied in whole or in part in substitution for real estate taxes
or otherwise affects materially and adversely the rights of Agent or Lenders in
respect of Borrower's Liabilities, this Deed of Trust or the other Loan
Instruments, Borrower's Liabilities and all interest accrued thereon shall, upon
thirty (30) days' notice, become due and payable forthwith at the option of
Agent, whether or not there shall have occurred an Event of Default, provided,
however, that, if Trustor may, without violating or causing a violation of such
law, order, rule or regulation, pay such taxes or other sums as are necessary to
eliminate such adverse effect upon the rights of Agent and Lenders and does pay
such taxes or other sums when due, Agent may not elect to declare due Borrower's
Liabilities by reason of the provisions of this Section 1.4.2.

                  1.5. MECHANIC'S AND OTHER LIENS. Trustor shall not permit or
suffer any mechanic's, laborer's, materialman's, statutory or other lien or
encumbrance (other than any lien for taxes and assessments not yet due) to be
created upon or against the Property; provided, however, that Trustor may in
good faith, by appropriate proceedings, contest the validity, applicability or
amount of any asserted lien, if Trustor bonds off such lien in a manner
sufficient to transfer such lien from the title to the property to such bond or
otherwise complies with any provisions which may be set forth in the Loan
Agreement regarding the contest of liens.

                  1.6. INSURANCE AND CONDEMNATION.

                  1.6.1. INSURANCE POLICIES. Trustor shall, at its sole expense,
obtain for, deliver to, assign to and maintain for the benefit of Agent, until
Borrower's Liabilities are paid in full, such policies of insurance as are
required by the Loan Agreement.

                  1.6.2. ADJUSTMENT OF LOSS; APPLICATION OF PROCEEDS. Except as
otherwise may be provided by the Loan Agreement, Agent is hereby authorized and
empowered, at its option, to adjust or compromise any loss under any insurance
policies covering the Property and to collect and receive the proceeds from any
such policy or policies. Trustor hereby irrevocably appoints Agent as its
attorney-in-fact for the purposes set forth in the preceding



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sentence. The entire amount of such proceeds, awards or compensation shall be
applied as provided in the Loan Agreement.

                  1.6.3. CONDEMNATION AWARDS. Agent shall be entitled to all
compensation, awards, damages, claims, rights of action and proceeds of, or on
account of, (i) any damage or taking, pursuant to the power of eminent domain,
of the Property or any part thereof, (ii) damage to the Property by reason of
the taking, pursuant to the power of eminent domain, of other property, or (iii)
the alteration of the grade of any street or highway on or about the Property.
Agent is hereby authorized, at its option, to commence, appear in and prosecute
in its own or Trustor's name any action or proceeding relating to any such
compensation, awards, damages, claims, rights of action and proceeds and to
settle or compromise any claim in connection therewith. Trustor hereby
irrevocably appoints Agent as its attorney-in-fact for the purposes set forth in
the preceding sentence. In the event that Trustor acquires any real estate to
replace all or any portion of the Property which became subject to any such
action or proceeding, Trustor shall execute and deliver to Agent a deed of trust
of such replacement property, which Deed of Trust shall be in substantially the
same form as this Deed of Trust, and Trustor shall deliver to Agent a survey and
a title insurance policy and such other items in connection with such
replacement property as Agent may require, all in form and substance
satisfactory to Agent.

                  1.6.4. OBLIGATION TO REPAIR. If all or any part of the
Property shall be damaged or destroyed by fire or other casualty or shall be
damaged or taken through the exercise of the power of eminent domain or other
cause described in Section 1.6.3, Trustor shall promptly and with all due
diligence restore and repair the Property to the extent that the proceeds, award
or other compensation are made available to Trustor and are sufficient to pay
the cost of such restoration or repair.

                  1.7. AGENT MAY PAY; DEFAULT RATE. Upon Trustor's failure to
pay any amount required to be paid by Trustor under any provision of this Deed
of Trust, Agent may pay the same. Trustor shall pay to Agent on demand the
amount so paid by Agent together with interest at a rate equal to the highest
rate payable under the Loan Agreement after the occurrence of an "Event of
Default" as such term is defined in the Loan Agreement (the "DEFAULT RATE") and
the amount so paid by Agent, together with interest, shall be added to
Borrower's Liabilities.

                  1.8. CARE OF THE PROPERTY. Trustor shall preserve and maintain
the Property in good operating condition. Trustor shall not, without the prior
written consent of Agent, permit, commit or suffer any waste, impairment or
deterioration of the Property or of any part thereof. Except to the extent that
capital expenditures are permitted by the Loan Agreement, no new improvements
shall be constructed on the Property by Trustor and no part of the Property
shall be altered in any material manner without the prior written consent of
Agent.

                  1.9. TRANSFER OR ENCUMBRANCE OF THE PROPERTY. Except as
permitted by the Loan Agreement, Trustor shall not permit or suffer to occur any
sale, assignment, conveyance, transfer, mortgage, lease or encumbrance of the
Property, any part thereof, or any interest therein, without the prior written
consent of Agent having been obtained.




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                  1.10. FURTHER ASSURANCES. At any time and from time to time,
upon Agent's request, Trustor shall make, execute and deliver, or cause to be
made, executed and delivered, to Agent, and where appropriate shall cause to be
recorded, registered or filed, and from time to time thereafter to be
re-recorded, re-registered and refiled at such time and in such offices and
places as shall be deemed desirable by Agent, any and all such further mortgages
or deeds of trust, security agreements, financing statements, instruments of
further assurance, certificates and other documents as Agent may consider
reasonably necessary in order to effectuate or perfect, or to continue and
preserve the obligations under, this Deed of Trust.

                  1.11. ASSIGNMENT OF RENTS. The assignment of rents, income and
other benefits contained in Section (E) of the Granting Clauses of this Deed of
Trust shall be fully operative without any further action on the part of either
party, and, specifically, Agent shall be entitled, at its option, upon the
occurrence of an Event of Default hereunder, to all rents, income and other
benefits from the Property, whether or not Agent takes possession of such
property. Such assignment and grant shall continue in effect until Borrower's
Liabilities are paid in full and all obligations of Agent and Lenders under the
Loan Agreement have been terminated, the execution of this Deed of Trust
constituting and evidencing the irrevocable consent of Trustor to the entry upon
and taking possession of the Property by Agent pursuant to such grant, whether
or not foreclosure proceedings have been instituted. Notwithstanding the
foregoing, so long as no Event of Default has occurred, Trustor shall have the
license, right and authority to continue to collect the rents, income and other
benefits from the Property as they become due and payable but not more than
thirty (30) days prior to the due date thereof. Notwithstanding anything
contained herein to the contrary, in no event shall this assignment of rents be
deemed to reduce the indebtedness evidenced by the Loan Agreement or the Notes
by an amount in excess of the actual amount of cash received by Agent under any
leases of the Property, whether before, during or after the occurrence of an
Event of Default, and Trustor acknowledges that in no event shall the
indebtedness secured hereby be reduced by the value from time to time of the
rents from the Property. Agent reserves the right, at any time, whether before
or after the occurrence of an Event of Default, to recharacterize this
assignment of rents as merely constituting security for the indebtedness of
Trustor to Agent, which recharacterization shall be made by written notice
delivered to Trustor.

                  1.12. AFTER-ACQUIRED PROPERTY. To the extent permitted by, and
subject to, applicable law, the lien of this Deed of Trust shall automatically
attach, without further act, to all property hereafter acquired by Trustor
located in or on, or attached to, or used or intended to be used in connection
with, or with the operation of, the Property or any part thereof.

                  1.13. LEASES AFFECTING PROPERTY. Trustor shall comply with and
perform in a complete and timely manner all of its obligations as landlord under
all leases affecting the Property or any part thereof. The assignment contained
in Sections (E) and (F) of the Granting Clauses shall not be deemed to impose
upon Agent any of the obligations or duties of the landlord or Trustor provided
in any lease.

                  1.14. MANAGEMENT OF PROPERTY. Trustor shall cause the Property
to be managed at all times in accordance with sound business practice.





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                  1.15. EXECUTION OF LEASES. Trustor shall not permit any leases
to be made of the Property, or to be modified, terminated, extended or renewed,
without the prior written consent of Agent.

                  1.16. EXPENSES. In the event of foreclosure hereof, Agent
shall be entitled to add to the indebtedness found to be due by the court its
reasonable expenses incurred in connection with obtaining and processing after
entry of the decree of foreclosure hereunder.

                  1.17. ENVIRONMENTAL CONDITIONS.

                  (a) Trustor covenants, warrants and represents that there are
         no, nor will Trustor knowingly permit, for so long as any of Borrower's
         Liabilities remain outstanding, be, any Hazardous Materials (as
         hereinafter defined) generated, released, stored, buried or deposited
         over, beneath, in or upon the Property except as such Hazardous
         Materials may be required to be used, stored or transported in
         connection with the permitted uses of the Property and then only to the
         extent permitted by law after obtaining all necessary permits and
         licenses therefor. For purposes of this Deed of Trust, "HAZARDOUS
         MATERIALS" shall mean and include any pollutants, flammables,
         explosives, petroleum (including crude oil) or any fraction thereof,
         radioactive materials, hazardous wastes, toxic substances or related
         materials, including, without limitation, any substances defined as or
         included in the definition of toxic or hazardous substances, wastes, or
         materials under any federal, state or local laws, ordinances,
         regulations or guidances which regulate, govern, prohibit or pertain to
         the generation, manufacture, use, transportation, disposal, release,
         storage, treatment of, or response or exposure to, toxic or hazardous
         substances, wastes or materials. Such laws, ordinances and regulations
         are hereinafter collectively referred to as the "HAZARDOUS MATERIALS
         LAWS."

                  (b) Trustor shall, and Trustor shall use reasonable efforts to
         cause all employees, agents, contractors and subcontractors of Trustor
         and any other persons from time to time present on or occupying the
         Property to, keep and maintain the Property in compliance with, and not
         cause or knowingly permit the Property to be in violation of, any
         applicable Hazardous Materials Laws. Neither Trustor nor any employees,
         agents, contractors or subcontractors of Trustor or any other persons
         occupying or present on the Property shall use, generate, manufacture,
         store or dispose of on, under or about the Property or transport to or
         from the Property any Hazardous Materials, except as such Hazardous
         Materials may be required to be used, stored or transported in
         connection with the permitted uses of the Property and then only to the
         extent permitted by law after obtaining all necessary permits and
         licenses therefor.

                  (c) Trustor shall immediately advise Agent in writing of: (i)
         any notices received by Trustor (whether such notices are from the
         Environmental Protection Agency, or any other federal, state or local
         governmental agency or regional office thereof with jurisdiction over
         the Property) of the violation or



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<PAGE>   9


         potential violation occurring on or about the Property of any
         applicable Hazardous Materials Laws; (ii) any and all enforcement,
         cleanup, removal or other governmental or regulatory actions
         instituted, completed or threatened pursuant to any Hazardous Materials
         Laws; (iii) all claims made or threatened by any third party against
         Trustor or the Property relating to damage, contribution, cost recovery
         compensation, loss or injury resulting from any Hazardous Materials
         (the matters set forth in clauses (i), (ii) and (iii) above are
         hereinafter referred to as "HAZARDOUS MATERIALS CLAIMS"); and (iv)
         Trustor's discovery of any occurrence or condition on any real property
         adjoining or in the vicinity of the Property that could cause the
         Property or any part thereof to be subject to any Hazardous Materials
         Claims. Agent shall have the right but not the obligation to join and
         participate in, as a party if it so elects, any legal proceedings or
         actions initiated in connection with any Hazardous Materials Claims and
         Trustor shall pay to Agent, upon demand, all reasonable attorneys' and
         consultants' fees reasonably incurred by Agent in connection therewith.

                  (d) TRUSTOR SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL
         INDEMNIFY AND HOLD HARMLESS AGENT AND LENDERS, AND THE DIRECTORS,
         OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF EACH OF THEM,
         FROM AND AGAINST ANY LOSS, DAMAGE, COST, EXPENSE OR LIABILITY DIRECTLY
         OR INDIRECTLY ARISING OUT OF OR ATTRIBUTABLE TO THE USE, GENERATION,
         STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL OR PRESENCE
         (WHETHER PRIOR TO OR DURING THE TERM OF THE LOANS OR OTHERWISE AND
         REGARDLESS OF BY WHOM CAUSED, WHETHER BY TRUSTOR OR ANY PREDECESSOR IN
         TITLE OR ANY OWNER OF LAND ADJACENT TO THE PROPERTY OR ANY OTHER THIRD
         PARTY, OR ANY EMPLOYEE, AGENT, CONTRACTOR OR SUBCONTRACTOR OF TRUSTOR
         OR ANY PREDECESSOR IN TITLE OR ANY SUCH ADJACENT LAND OWNER OR ANY
         THIRD PERSON) OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY;
         INCLUDING, WITHOUT LIMITATION: (I) CLAIMS OF THIRD PARTIES (INCLUDING
         GOVERNMENTAL AGENCIES) FOR DAMAGES, PENALTIES, LOSSES, COSTS, FEES,
         EXPENSES, DAMAGES, INJUNCTIVE OR OTHER RELIEF; (II) RESPONSE COSTS,
         CLEAN-UP COSTS, COSTS AND EXPENSES OF REMOVAL AND RESTORATION,
         INCLUDING FEES OF ATTORNEYS AND EXPERTS, AND COSTS OF DETERMINING THE
         EXISTENCE OF HAZARDOUS MATERIALS AND REPORTING SAME TO ANY GOVERNMENTAL
         AGENCY; AND (III) ANY AND ALL EXPENSES OR OBLIGATIONS, INCLUDING
         ATTORNEYS' FEES, INCURRED AT, BEFORE OR AFTER ANY TRIAL OR APPEAL
         THEREFROM WHETHER OR NOT TAXABLE AS COSTS, INCLUDING, WITHOUT
         LIMITATION, ATTORNEYS' FEES, WITNESS FEES, DEPOSITION COSTS, COPYING
         AND TELEPHONE




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<PAGE>   10


         CHARGES AND OTHER EXPENSES. THE OBLIGATIONS OF TRUSTOR UNDER THIS
         SUBSECTION SHALL SURVIVE ANY OF THE FORECLOSURE OF THIS DEED OF TRUST,
         THE REPAYMENT OF BORROWER'S LIABILITIES, OR OTHER SATISFACTION OF THE
         INDEBTEDNESS SECURED BY THIS DEED OF TRUST, WHETHER BY DEED IN LIEU OF
         FORECLOSURE OR OTHERWISE. Notwithstanding the foregoing, Trustor shall
         have no liability for any of the foregoing which arise out of the gross
         negligence or wilful misconduct of Agent or any Lender. Further,
         notwithstanding anything to the contrary in this Agreement, Trustor
         shall have no liability under this subsection for any Hazardous
         Materials which are first generated, released, stored, buried,
         incorporated or deposited over, beneath, in, on, under, about or from
         the Property after the date that Trustor is dispossessed from the
         Property by Agent; provided that, neither Trustor, nor any employees,
         agents, contractors, or subcontractors of Trustor, nor any persons
         occupying or present on the Land or the Improvements during the period
         of Trustor's ownership, shall have contributed to the release of such
         Hazardous Materials.

                  (e) Any loss, damage, cost, expense or liability incurred by
         Agent or Lenders as a result of a breach or misrepresentation by
         Trustor or for which Trustor is responsible or for which Trustor has
         indemnified Agent and Lenders shall be paid to Agent or Lenders, as the
         case may be, on demand, and, failing prompt reimbursement, such amounts
         shall, together with interest thereon at the Default Rate from the date
         incurred by Agent or Lenders, as the case may be, until paid by
         Trustor, be added to Borrower's Liabilities, be immediately due and
         payable and be secured by the lien of this Deed of Trust and the other
         Loan Instruments.


                                   ARTICLE TWO
                                    DEFAULTS

                  2.1. EVENT OF DEFAULT. The term "EVENT OF DEFAULT," wherever
used in this Deed of Trust, shall mean any one or more of the following events:

                  (a) The failure by Trustor to keep, perform, or observe any
         covenant, condition or agreement contained in this Deed of Trust,
         except that Trustor shall be entitled to a grace or cure period for
         occurrences described in the Loan Agreement for which a grace or cure
         period is specified.

                  (b) The occurrence of an "Event of Default" under and as
         defined in the Loan Agreement or any of the other Loan Instruments.



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<PAGE>   11


                                  ARTICLE THREE
                                    REMEDIES

                  3.1. FORECLOSURE. If an Event of Default shall have occurred,
then and in any of such events Agent may elect, Trustor hereby expressly waiving
notice, notice of intention to accelerate the indebtedness secured hereby,
notice of acceleration of the indebtedness evidenced hereby, presentment and
demand for payment, to declare Borrower's Liabilities to be immediately due and
payable, and Trustee, or his successor or substitute as hereinafter provided,
upon request and direction from Agent shall enforce this trust by selling the
Property (or any portion thereof) at public venue in accordance with Section
51.002 of the Texas Property Code and applicable law; and after advertising the
time, place (including the county) and terms of the sale of the Property for at
least twenty-one (21) days preceding the date of sale by filing with the
appropriate county clerk and by posting written or printed notice thereof at the
courthouse door of the county where the Land, or any portion thereof, to be sold
is situated, which notice may be filed and posted by Trustee acting, or by any
person acting for him, and Agent has, at least twenty-one (21) days preceding
the date of sale, served written or printed notice of the proposed sale by
certified mail on each person obligated to pay the indebtedness secured hereby
by the deposit of such notice, enclosed in a postpaid wrapper, properly
addressed to such obligor at such obligor's most recent address as shown by the
records of Agent, in a post office or official depository under the care and
custody of the United States Postal Service, Trustee shall sell the Property at
public auction in accordance with such notice in the area designated by the
applicable County for the conduct of sales of real property under contract lien,
and if no area is so designated by the County, the notice of sale shall
designate an area at the courthouse where the sale is to take place. Such sale
shall occur on the first Tuesday in any month between the hours of 10:00 a.m.
and 4:00 p.m., provided that the sale must begin at the time stated on the
notice of sale or not later than three hours after that time, to the highest
bidder for cash, selling all of the Property as an entirety or in such parcels
as Trustee acting may elect, and make due conveyance to the purchaser or
purchasers, with general warranty binding Trustor, its successors and assigns;
and out of the money arising from such sale, Trustee acting shall pay first, all
the expenses of advertising the sale and making the conveyance, including a
reasonable fee for himself, which fee shall be due and owing in addition to the
attorneys' fees provided for in the Loan Instruments, and then to Agent the full
amount of Borrower's Liabilities, attorneys' fees and other charges due and
unpaid on the Loan Agreement and the Notes and all other indebtedness secured
hereby, rendering the balance of the sales price, if any, to the persons legally
entitled thereto; and the recitals in the conveyance to the purchaser or
purchasers shall be prima facie evidence of the truth of the matters therein
stated, and the prerequisites to said sale shall be presumed to have been
performed, and such sale and conveyance shall be conclusive against Trustor, its
successors and assigns, provided such sale and conveyance shall have been
completed in accordance with the terms of this Section 3.1. It is agreed that in
the event a foreclosure hereunder should be commenced by Trustee, or his
substitute or successor, Agent may at any time before the sale of the Property
direct Trustee to abandon the sale, and may then institute suit for the
collection of Borrower's Liabilities, and for the foreclosure of this lien; it
is further agreed that if Agent should institute a suit for the collection
thereof, and for a foreclosure of this lien, that he may at any time before the
entry of a final judgment in said suit dismiss the same, and require Trustee,
its substitute or successor to sell the Property in accordance with the
provisions of this Deed of Trust and applicable law. Agent shall have the right
to purchase at any




                                      -11-
<PAGE>   12


sale of the Property, being the highest bidder and to have the amount for which
such Property is sold credited on the debt then owing. In the event any sale is
made of the Property, or any portion thereof, under the terms of this Deed of
Trust, Trustor, its successors and assigns, shall forthwith upon the making of
such sale surrender and deliver possession of the Property so sold to the
purchaser at such sale, and in the event of their failure to do so they shall
thereupon from and after the making of such sale be and continue as tenants at
will of such purchaser, and in the event of their failure to surrender
possession of said Property upon demand, purchaser, his heirs or assigns, shall
be entitled to institute and maintain an action for forcible detainer of said
property in the Justice Court having venue or in any other court having venue.
In case of any sale hereunder all prerequisites to the sale shall be presumed to
have been performed, and in any conveyance given hereunder, all statements of
fact, or other recitals therein made as to the nonpayment of money secured, or
as to the request to Trustee to enforce this Deed of Trust, or as to the proper
and due appointment of any substitute trustee, or as to the advertisement of
sale, or time, place, and manner of sale, or as to any other preliminary fact or
thing, shall be taken in all courts of law or equity as prima facie evidence
that the facts so stated or recited are true. Agent may, at its option,
accomplish all or any of the aforesaid in such manner as permitted or required
by Section 51.002 of the Texas Property Code relating to the sale of real
property or by Chapter 9 of the Texas Business and Commerce Code relating to the
sale of collateral after default by a debtor (as said section and chapter now
exist or may be hereinafter amended or succeeded), or by any other present or
subsequent articles or enactments relating to same. At any such sale of the
Property:

                  (a) whether made under the power herein contained, the
         aforesaid Section 51.002, the Texas Business and Commerce Code, any
         other applicable law or by virtue of any judicial proceedings or any
         other legal right, remedy or recourse, it shall not be necessary for
         Trustee to have physically present, or to have constructive possession
         of, the Property (Trustor shall deliver to Trustee any portion of the
         Property not actually or constructively possessed by Trustee
         immediately upon demand by Trustee), and the title to and right of
         possession of any such property shall pass to the purchaser thereof as
         completely as if the same had been actually present and delivered to
         purchaser at such sale;

                  (b) the receipt by Trustee or of such other party or officer
         making the same of the full amount of the purchase money shall be
         sufficient to discharge the purchaser or purchasers from any further
         obligation for the payment thereof, and no such purchaser or
         purchasers, or his or their assigns or personal representatives, shall
         thereafter be obligated to see to the application of such purchase
         money or be in any way answerable for any loss, misapplication or
         nonapplication thereof; and

                  (c) to the fullest extent permitted by law, Trustor shall be
         completely and irrevocably divested of all of its right, title,
         interest, claim and demand whatsoever, either at law or in equity, in
         and to the property sold, and such sale shall be a perpetual bar, both
         at law and in equity, against Trustor and against all other persons
         claiming or to claim the property sold or to any part thereof by,
         through or under Trustor.




                                      -12-
<PAGE>   13

                  3.2. NO CONDITIONS PRESENT TO EXERCISE OF REMEDIES. Neither
Trustor nor any other person hereafter obligated for payment of all or any part
of the indebtedness secured hereby or fulfillment of all or any of Borrower's
Liabilities shall be relieved of such obligation by reason (a) the failure of
the Trustee to comply with any request of Trustor or any other person so
obligated to foreclose the lien of this Deed of Trust or to enforce any
provisions of the other Loan Instruments; (b) the release, regardless of
consideration, of the Property or any portion thereof or the addition of any
other property to the Property; (c) any agreement or stipulation between any
subsequent owner of the Property and Agent extending, renewing, rearranging, or
in any other way modifying the terms of the Loan Instruments without first
having obtained the consent of, given notice to or paid any consideration to
Trustor of such other person, and in such event, Trustor and all such other
persons shall continue to be liable to make payment according to the terms of
any such extension or modification agreement unless expressly released and
discharged in writing by Agent (notwithstanding anything contained herein to the
contrary, Agent is under no obligation to give notice to or pay any
consideration to Trustor or any other such person for any modifications,
extensions, renewals or rearrangements of the Loan Instruments); or (d) by any
other act save and except the complete payment of the indebtedness secured
hereby and the complete fulfillment of all of Borrower's Liabilities.

                  3.3. RELEASE OF AND RESORT TO COLLATERAL. Any part of the
Property may be released by Agent without affecting, subordinating or releasing
the lien, security interest and assignment hereof against the remainder. The
lien, security interest and other rights granted hereby shall not affect or be
affected by any other security taken for the same indebtedness or any part
thereof. The taking of additional security, or the rearrangement, extension or
renewal of the indebtedness secured hereby, or any part thereof, shall not
release or impair the lien, security interest and other rights granted hereby or
affect the liability of Trustor or of any endorser, guarantor or surety, or
improve the right of any permitted junior lienholder; and this Deed of Trust, as
well as any instrument given to secure any rearrangement, renewal or extension
of the indebtedness secured hereby, or any part thereof, shall be and remain a
first and prior lien on all of the Property not expressly released until the
indebtedness secured hereby is completely paid. For payment of the indebtedness
secured hereby, Agent may resort to any other security therefore held by Agent
or Trustee in such order and manner as Agent may elect.

                  3.4. WAIVER. To the fullest extent permitted by law, Trustor
hereby irrevocably and unconditionally waives and releases (a) all benefits that
might accrue to Trustor by any present or future laws exempting the Property
from attachment, levy or sale on execution or providing for any stay of
execution, exemption from civil process, redemption or extension of time for
payment; (b) any right to marshalling of assets or a sale in inverse order of
alienation; (c) the exemption of homestead; and (d) the administration of
estates of decedents, or other matter to defeat, reduce or affect the right of
Agent under the terms of this Deed of Trust to sell the Property for the
collection of the indebtedness secured thereby (without any prior or different
resort for collection) or the right of Agent, under the terms of this Deed of
Trust, to the payment of the indebtedness secured hereby out of the proceeds of
sale of the Property in preference to every other person and claimant whatever
(only reasonable expenses of such sale being first deducted). Trustor expressly
waives and relinquishes any right or remedy which it may have or be able to
assert by reason of the



                                      -13-
<PAGE>   14


provisions of Chapter 34 of the Texas Business and Commerce Code pertaining to
the rights and remedies of sureties.

                  3.5. DISCONTINUANCE OF PROCEEDINGS. In case Agent shall have
proceeded to invoke any right, remedy or recourse permitted under the Loan
Instruments and shall thereafter elect to discontinue or abandon the same for
any reason, Agent shall have the unqualified right so to do and, in such event,
Trustor and Agent shall be restored to their former positions with respect to
the indebtedness secured hereby, Borrower's Liabilities, the Loan Instruments,
the Property and otherwise, and the rights, remedies, recourses and power of
Agent shall continue as if the same had never been involved.

                  3.6. DEFICIENCY OBLIGATION. Trustor shall be liable for any
deficiency remaining in the indebtedness secured hereby and Borrower's
Liabilities subsequent to the sale referenced in this Article.

                  3.7. DISAFFIRMATION OF CONTRACTS. The purchaser at any
Trustee's or foreclosure sale hereunder may disaffirm any easement granted, or
rental, lease or other contract made in violation of any provisions of this Deed
of Trust and may take immediate possession of the Property free from, and
despite the terms of, any such grant of easement, rental, lease or other
contract.

                  3.8. RECEIVER. If an Event of a Default shall have occurred,
either before or after the foreclosure sale, Trustor agrees that as a matter of
right a receiver may be appointed by the court without notice, without regard to
(i) the solvency or insolvency of Trustor, (ii) the then value of the Property
or (iii) whether it is then occupied as a homestead. The receiver shall have the
power to collect any rents and income from the Property during the pendency of
the foreclosure sale and, in the case of a sale and a deficiency, during the
full statutory period of redemption (if any), whether there be a redemption or
not. The receiver shall have the other powers for the protection, possession,
management and operation of the Property which an absolute owner would have, but
the net rents, if any, in the hands of the receiver shall be applied to the debt
hereby secured or to such expenses of the receivership or foreclosure suit as
the court may direct.

                  3.9. AGENT IN POSSESSION.

                  (a) If an Event of Default shall have occurred under this Deed
         of Trust whether or not the entire debt has then been accelerated and
         whether or not foreclosure proceedings have been commenced, Agent may,
         without notice to or demand (each of which, together with notice of
         intention to accelerate and notice of acceleration are hereby waived)
         upon Trustor, to the maximum extent permitted by law, take possession
         of the Property and while in possession of the Property, Agent shall
         have the power to pay repair charges, taxes, insurance fees and all
         other expenses and add such amounts to the indebtedness secured hereby.

                  (b) In the event of a foreclosure, Agent may remain in
         possession of the Property until the foreclosure sale and thereafter
         during the entire period of redemption (if any), if a deficiency
         exists. AGENT SHALL INCUR NO




                                      -14-
<PAGE>   15


         LIABILITY FOR, NOR SHALL TRUSTOR ASSERT ANY CLAIM OR SETOFF AS A RESULT
         OF, ANY ACTION TAKEN WHILE AGENT IS IN POSSESSION OF THE PROPERTY,
         EXCEPT ONLY FOR AGENT'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In
         the event no foreclosure proceedings are commenced, Agent may remain in
         possession as long as there exists an Event of Default.

                  3.10. ENFORCEMENT OF ASSIGNMENT OF RENTS AND LEASES. If an
Event of Default shall have occurred under this Deed of Trust, Agent may:

                  (a) terminate the license granted to Trustor to collect the
         Rents, collect and sue for the Rents in Agent's own name, give receipts
         and releases therefor, and after deducting all expenses of collection,
         including reasonable attorneys' fees, apply the net proceeds thereof to
         Borrower's Liabilities as Agent may elect;

                  (b) make, modify, enforce, cancel, terminate or accept
         surrender of any subleases, evict tenants, adjust the Rents, maintain,
         decorate, refurbish, repair, clean, and make space ready for renting,
         and otherwise do anything Agent deems advisable in connection with the
         Property;

                  (c) apply the Rents so collected to the operation and
         management of the Property, including the payment of reasonable
         management, brokerage and attorneys' fees, and/or to Borrower's
         Liabilities; and

                  (d) require Trustor to transfer all security deposits and
         records thereof to Agent, together with all original counterparts of
         the Leases.

                  3.11. WAIVER OF REDEMPTION. To the extent permitted by law and
as an additional inducement to Agent to advance funds secured hereby, Trustor
hereby expressly waives and renounces the benefit of (i) all present and future
laws providing for any appraisement before sale of the Property, commonly known
as "appraisement laws," and all present and future laws extending in any manner
the time for enforcement of collection of the indebtedness secured hereby,
commonly known as "stay laws" and "redemption laws"; (ii) notice of any intent
by Agent to accelerate the maturity of the indebtedness secured hereby; (iii)
notice of the acceleration of the maturity of the indebtedness secured hereby;
and (iv) notice of the commencement by Agent of an action to foreclose this Deed
of Trust. Trustor does not intend, however, to waive any rights granted by
Section 51.003 of the Texas Property Code.

                  3.12. REMEDIES CUMULATIVE. No right, power or remedy conferred
upon or reserved to Agent or Lenders by the Notes, the Loan Agreement, this Deed
of Trust or any other Loan Instrument or any instrument evidencing or securing
Borrower's Liabilities is exclusive of any other right, power or remedy, but
each and every such right, power and remedy shall be cumulative and concurrent
and shall be in addition to any other right, power and remedy given hereunder or
under the Notes, the Loan Agreement or any other Loan



                                      -15-
<PAGE>   16


Instrument or any instrument evidencing or securing Borrower's Liabilities, or
now or hereafter existing at law, in equity or by statute.



                                  ARTICLE FOUR
                            MISCELLANEOUS PROVISIONS

                  4.1. HEIRS, SUCCESSORS AND ASSIGNS INCLUDED IN PARTIES.
Whenever Trustor, Agent or Lenders are named or referred to herein, heirs and
successors and assigns of such person or entity shall be included, and all
covenants and agreements contained in this Deed of Trust shall bind the
successors and assigns of Trustor, including any subsequent owner of all or any
part of the Property and inure to the benefit of the successors and assigns of
Agent and Lenders.

                  4.2. NOTICES. All notices, requests, reports, demands or other
instruments required or contemplated to be given or furnished under this Deed of
Trust to Trustor or Agent shall be directed to Trustor or Agent, as the case may
be, in the manner and at the addresses for notice set forth in the Loan
Agreement. The address for Trustee shall be the address given on the first page
of this Deed of Trust. Notwithstanding the foregoing, notices of foreclosure
shall be given and deemed to be received as required by Section 51.002 of the
Texas Property Code, as amended from time to time.

                  4.3. HEADINGS. The headings of the articles, sections,
paragraphs and subdivisions of this Deed of Trust are for convenience only, are
not to be considered a part hereof, and shall not limit, expand or otherwise
affect any of the terms hereof.

                  4.4. INVALID PROVISIONS. In the event that any of the
covenants, agreements, terms or provisions contained in this Deed of Trust shall
be invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained herein (or the
application of the covenant, agreement, term held to be invalid, illegal or
unenforceable, to persons or circumstances other than those in respect of which
it is invalid, illegal or unenforceable) shall be in no way affected, prejudiced
or disturbed thereby.

                  4.5. CHANGES. Neither this Deed of Trust nor any term hereof
may be released, changed, waived, discharged or terminated orally, or by any
action or inaction, but only by an instrument in writing signed by the party
against which enforcement of the release, change, waiver, discharge or
termination is sought.

                  4.6. GOVERNING LAW. THIS DEED OF TRUST SHALL BE CONSTRUED,
INTERPRETED, ENFORCED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS; EXCEPT THAT THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
SITUATED SHALL APPLY TO ALL MATTERS AFFECTING OR RELATING TO THE CREATION,
PERFECTION AND PRIORITY OF THE LIENS AND SECURITY INTERESTS GRANTED UNDER THIS
DEED OF TRUST AND TO THE FORECLOSURE AND



                                      -16-
<PAGE>   17


OTHER PROVISIONS OF THIS DEED OF TRUST RELATING TO THE ENFORCEMENT OF THE RIGHTS
AND REMEDIES OF AGENT WITH RESPECT TO SUCH PROPERTY.

                  4.7. LIMITATION OF INTEREST. The provisions of the Loan
Agreement regarding the payment of lawful interest are hereby incorporated
herein by reference.

                  4.8. FUTURE ADVANCES. This Deed of Trust is given to secure
not only existing indebtedness, but also future advances (whether such advances
are obligatory or are to be made at the option of Agent or Lenders, or
otherwise) made by Agent or Lenders under the Notes or the Loan Agreement, to
the same extent as if such future advances were made on the date of the
execution of this Deed of Trust. The total amount of indebtedness that may be so
secured may decrease or increase from time to time. The lien of this Deed of
Trust shall remain in effect until the last dollar of Borrower's Liabilities is
paid in full and all obligations of Agent and Lenders under the Loan Agreement
have been terminated.

                  4.9. LAST DOLLAR. The lien of this Deed of Trust shall remain
in effect until the last dollar of Borrower's Liabilities is paid in full and
all obligations of Agent and Lenders under the Loan Agreement have been
terminated.

                  4.10. RELEASE. Upon full payment and satisfaction of
Borrower's Liabilities and the termination of all obligations of Agent and
Lenders under the Loan Agreement, Agent shall issue to Trustor an appropriate
release or satisfaction in recordable form.

                  4.11. TIME OF THE ESSENCE. Time is of the essence with respect
to this Deed of Trust and all the provisions hereof.

                  4.12. LOAN AGREEMENT. The Loans are governed by terms and
provisions set forth in the Loan Agreement and in the event of any conflict
between the terms of this Deed of Trust and the terms of the Loan Agreement, the
terms of the Loan Agreement shall control.

                  4.13. REPLACEMENT OF NOTES. Any one or more of the financial
institutions which are or become a party to the Loan Agreement as Lenders may
from time to time be replaced and, accordingly, one or more of the Notes may
from time to time be replaced, provided that the terms of the Notes following
such replacement, including the principal amount evidenced thereby, shall remain
the same. As the indebtedness secured by this Deed of Trust shall remain the
same, such replacement of the Notes shall not be construed as a novation and
shall not affect, diminish or abrogate Trustor's liability under this Deed of
Trust or the priority of this Deed of Trust.

                  4.14. FIXTURE FILING. This Deed of Trust covers goods that are
or are to become fixtures on the real property described herein. This Deed of
Trust is to be filed for record in the real estate records and shall constitute
a "fixture filing" for all purposes of the Uniform Commercial Code of Texas. The
name of the record owner of the real estate concerned is the Trustor. The
mailing address of the Trustor (debtor) and the Agent (secured party) are set
out on the first page of this Deed of Trust.



                                      -17-
<PAGE>   18


                  4.15. WARRANTY. Trustor warrants that the extension of credit
evidenced by the Loan Agreement and the Notes secured hereby are solely for
business or commercial purposes other than agricultural purposes.


                                  ARTICLE FIVE
                             CONCERNING THE TRUSTEE


                  5.1. NO LIABILITY. Trustee shall not be liable for any error
of judgment or act done by Trustee, or be otherwise responsible or accountable
under any circumstances whatsoever. Trustee shall not be personally liable in
case of entry by him or anyone acting by virtue of the powers herein granted him
upon the Property for debts contracted or liability or damages incurred in the
management or operation of the Property. Trustee shall have the right to rely on
any instrument, document or signature authorizing or supporting any action taken
or proposed to be taken by him hereunder or believed by him in good faith to be
genuine. Trustee shall be entitled to reimbursement for expenses incurred by him
in the performance of his duties hereunder and to reasonable compensation for
such of his services hereunder as shall be rendered. Trustor will, from time to
time, pay compensation due the Trustee hereunder and reimburse Trustee for and
save and hold him harmless from and against any and all loss, cost, liability,
damage and expense whatsoever incurred by him in the performance of his duties.

                  5.2. RETENTION OF MONIES. All monies received by Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated in any manner
from any other monies (except to the extent required by law) and Trustee shall
be under no liability for interest on any monies received by him hereunder.

                  5.3. SUCCESSOR TRUSTEE. Trustee may resign by giving of notice
of such resignation in writing to Agent. If Trustee shall die, resign or become
disqualified from acting in the execution of this Trust or shall fail or refuse
to exercise the same when requested by Agent so to do if for any reason and
without cause Agent shall prefer to appoint a substitute trustee to act instead
of the original Trustee named herein, or any prior successor or substitute
trustee, Agent shall have full power to appoint a substitute trustee and, if
preferred, several substitute trustees in succession who shall succeed to all
the estate, rights, powers and duties of the aforenamed Trustee. Such
appointment may be executed by an authorized officer or agent of Agent and such
appointment shall be conclusively presumed to be executed with authority and
shall be valid and sufficient without proof of any action by the Board of
Directors or any superior officer of Agent.

                  5.4. SUCCESSION INSTRUMENTS. Any new Trustee appointed
pursuant to any of the provisions hereof shall, without any further act, deed or
conveyance, become vested with all the estates, properties, rights, powers and
trusts of its or his predecessor in the rights hereunder with like effect as if
originally named as Trustee herein; but, nevertheless, upon the written request
of Agent or his successor trustee, the Trustee ceasing to act shall execute and
deliver an instrument transferring to such successor trustee, upon the trust
herein expressed, all the estates, properties, rights, powers and trusts of the
Trustee so ceasing to act, and shall duly assign, transfer and deliver any of
the property and monies held by the Trustee to the successor trustee so
appointed in its or his place.



                                      -18-
<PAGE>   19


                  5.5. PERFORMANCE OF DUTIES BY AGENT. Trustee may authorize one
or more parties to act on his behalf to perform the ministerial functions
required of him hereunder, including, without limitation, the transmittal and
posting of any notices.

                  5.6. NO REQUIRED ACTION. Trustee shall not be required to take
any action toward the execution and enforcement of the trustee hereby created or
to institute, appear in or defend any action, suit or other proceedings in
connection therewith where in his opinion such action will be likely to involve
him in expense or liability, unless requested to do so by a written instrument
signed by Agent and, if Trustee so requests, unless Trustee is tendered security
and indemnity satisfactory to him against any and all costs, expenses and
liabilities arising therefrom. Trustee shall not be responsible for the
execution, acknowledgment or validity of the Loan Instruments, or for the proper
authorization thereof, or for the sufficiency of the lien and security interest
purposed to be created hereby, and makes no representation in respect thereof or
in respect of the rights, remedies and recourses of Agent.

                  THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.


                                      -19-
<PAGE>   20



                  IN WITNESS WHEREOF, Trustor has caused this instrument to be
executed by its duly authorized officers as of the day and year first above
written.


                                                 TELXON CORPORATION,
                                                 a Delaware corporation

                                                 By:  /s/ Woody M. McGee
                                                    -------------------------
                                                 Its: CFO
                                                     ------------------------







                           THIS INSTRUMENT PREPARED BY
                         AND AFTER RECORDING RETURN TO:

                              Carole K. Towne, Esq.
                          Goldberg, Kohn, Bell, Black,
                            Rosenbloom & Moritz, Ltd.
                              55 East Monroe Street
                                   Suite 3700
                             Chicago, Illinois 60603
                                 (312) 201-4000



                                      -20-
<PAGE>   21



                                 ACKNOWLEDGMENT


STATE OF ILLINOIS         )
                          )  SS
COUNTY OF COOK            )

                  This instrument was acknowledged before me this August 26,
1999, by W. M. McGee, the CFO of TELXON CORORATION, a Delaware corporation, on
behalf of the corporation.

                                       /s/ Dawn L. Rinchiuso
                                       ----------------------------------------
                                       Notary Public

                                       Dawn L. Rinchiuso
                                       ----------------------------------------
                                       Printed Name (or Stamp) of Notary Public


"OFFICIAL SEAL"                        My Appointment Expires:
DAWN L. RINCHIUSO                      April 26, 2002
Notary Public, State of Illinois       --------------
My Commission Expires April 26, 2002





                                      -21-