<PAGE>   1
                                                                  EXHIBIT 4.5.1



 [For global Note only:

 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
 DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
 "DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE
 CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
 EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
 CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
 OF DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. (OR TO SUCH OTHER
 ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
 TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
 PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
 INTEREST HEREIN.]

 THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS,
 AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
 OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
 FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
 (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
 SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
 DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
 ("INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
 ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION, (2) AGREES
 THAT IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE
 EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE
 COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO TELXON
 CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
 QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
 SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
 INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO BANK ONE TRUST COMPANY,
 N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER
 CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
 ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN
<PAGE>   2
 BE OBTAINED FROM SUCH TRUSTEE OR SUCCESSOR TRUSTEE, AS APPLICABLE), (D)
 OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
 ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO A REGISTRATION
 STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND
 WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), AND (3) AGREES
 THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS
 TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE
 SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER
 OF THE NOTE EVIDENCED HEREBY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF
 SUCH NOTE (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE), THE HOLDER
 MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
 MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO BANK ONE TRUST COMPANY, N.A.,
 AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE).  IF THE PROPOSED
 TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A
 U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO BANK ONE
 TRUST COMPANY, N.A. (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), AS TRUSTEE, SUCH
 CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY
 REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
 FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
 SECURITIES ACT.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER
 OF THIS NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(F) ABOVE OR THE EXPIRATION
 OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY.  AS
 USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
 PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
 ACT.





                                      -2-
<PAGE>   3
                               TELXON CORPORATION

                 5 3/4% CONVERTIBLE SUBORDINATED NOTE DUE 2003

No. __                                                         CUSIP 879700 AB 8

 Telxon Corporation, a corporation duly organized and validly existing under
the laws of the State of Delaware (herein called the "Company"), which term
includes any successor corporation under the Indenture referred to on the
reverse hereof, for value received hereby promises to pay to [for global Note,
insert: CEDE & CO.] or registered assigns, the principal sum of
_______________ ($____________) on January 1, 2003, at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, or, at the option of the holder of this Note, at the Corporate
Trust Office, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest, semi-annually on January 1 and July 1 of each year,
commencing July 1, 1996, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum of 5 3/4%, from January 1 or July
1, as the case may be, next preceding the date of this Note to which interest
has been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of
this Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from December 12, 1995, until payment of said principal
sum has been made or duly provided for.  Notwithstanding the foregoing, if the
date hereof is after any December 15 or June 15, as the case may be, and before
the following January 1 or July 1, this Note shall bear interest from such
January 1 or July 1; PROVIDED, HOWEVER, that if the Company shall default in
the payment of interest due on such January 1 or July 1, then this Note shall
bear interest from the next preceding January 1 or July 1 to which interest has
been paid or duly provided for or, if no interest has been paid or duly
provided for on such Note, from December 12, 1995.  The interest payable on the
Note pursuant to the Indenture on any January 1 or July 1 will be paid to the
person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the record date, which shall be the December 15 or
June 15 (whether or not a Business Day) next preceding such January 1 or July
1, as provided in the Indenture; PROVIDED that any such interest not punctually
paid or duly provided for shall be payable as provided in the Indenture.
Interest may, at the option of the Company, be paid by check mailed to the
registered address of such person.

 Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Stock of the Company on the terms and subject to the limitations
referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.


                                  -3-
<PAGE>   4
 This Note shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with and
governed by the laws of said State.

 This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under
its corporate seal.


Dated:  December 12, 1995     TELXON CORPORATION


                                        By:
                                           ----------------------------------

                                    Attest:
                                           ----------------------------------

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the
within-named Indenture.


BANK ONE TRUST COMPANY, N.A., as Trustee


By:
   ---------------------------------------------------
   Authorized Signatory


By:
   ---------------------------------------------------
   As Authenticating Agent (if different from Trustee)


                                  -4-
<PAGE>   5
                           [FORM OF REVERSE OF NOTE]

                               TELXON CORPORATION

                 5 3/4% CONVERTIBLE SUBORDINATED NOTE DUE 2003


         This Note is one of a duly authorized issue of Notes of the Company,
designated as its 5 3/4% Convertible Subordinated Notes due 2003 (herein called
the "Notes"), limited to the aggregate principal amount of $86,250,000 all
issued or to be issued under and pursuant to an indenture dated as of December
1, 1995 (herein called the "Indenture"), between the Company and Bank One Trust
Company, N.A., as trustee (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of and accrued interest on all Notes
may be declared, and upon said declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in the
Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as
in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Notes; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption thereof, or impair the right of any Noteholder to
institute suit for the payment thereof, or make the principal thereof or
interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Note, or modify the provisions of the Indenture with
respect to the subordination of the Notes in a manner adverse to the
Noteholders in any material respect, or change the obligation of the Company to
make repurchase of any Note upon the happening of a Repurchase Event in a
manner adverse to the holder of the Notes, or impair the right to convert the
Notes into Common Stock subject to the terms set forth in the Indenture,
including Section 15.6 thereof, without the consent of the holder of each Note
so affected or (ii) reduce the aforesaid percentage of Notes, the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.  It is also provided in
the Indenture that, prior to any declaration accelerating the maturity of the
Notes, the holders of a majority in aggregate principal amount of the Notes at
the time outstanding may on behalf of the holders of all of the Notes waive any
past default or Event of Default under the


                                -5-
<PAGE>   6
Indenture and its consequences except a default in the payment of interest or
any premium on or the principal of any of the Notes, a default in the payment
of redemption price pursuant to Article III or a failure by the Company to
convert any Notes into Common Stock of the Company.  Any such consent or waiver
by the holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such holder and upon all future holders and
owners of this Note and any Notes which may be issued in exchange or substitute
hereof, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture
or thereafter incurred, and this Note is issued subject to the provisions of
the Indenture with respect to such subordination.  Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the
Trustee his attorney-in-fact for such purpose.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.

         Interest on the Notes shall be computed on the basis of a year of
twelve 30-day months.

         The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.  At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.

         The Notes will not be redeemable at the option of the Company prior to
January 5, 1999.  At any time on or after January 5, 1999, and prior to
maturity, the Notes may be redeemed at the option of the Company as a whole, or
from time to time in part, upon mailing a notice of such redemption not less
than 30 nor more than 60 days before the date fixed for redemption to the
holders of Notes at their last registered addresses, all as provided in the
Indenture, at the following optional redemption prices (expressed as
percentages of the principal amount), together in each case with accrued
interest to, but excluding, the date fixed for redemption.





                                     -6-
<PAGE>   7
                 If redeemed during the 12-month period beginning January 1:


<TABLE>
<CAPTION>
         Year                           Percentage                 Year                       Percentage
 --------------------                   ----------          ------------------                ----------
 <S>                                    <C>                 <C>                               <C>

 1999  . . . . . . . . . . . . . . .    103.2857%           2001  . . . . . . . . . . . .     101.6429%
 2000  . . . . . . . . . . . . . . .    102.4643%           2002  . . . . . . . . . . . .     100.8214%
</TABLE>


and 100% at January 1, 2003; provided that if the date fixed for redemption is
on January 1 or July 1, then the interest payable on such date shall be paid to
the holder of record on the next preceding December 15 or June 15,
respectively.

         The Notes are not subject to redemption through the operation of any
sinking fund.

         If a Repurchase Event (as defined in the Indenture) occurs prior to
January 1, 2003, the holder of this Note shall have the right, in accordance
with the provisions of the Indenture, to require the Company to repurchase this
Note for cash at a Repurchase Price equal to 100% of the principal amount plus
accrued and unpaid interest to, but excluding, the Repurchase Date; provided
that if such Repurchase Date is January 1 or July 1, then the interest payable
on such date shall be to the holder of record of the Note on the next preceding
December 15 or June 15, respectively.  Within 30 days after the occurrence of a
Repurchase Event, the Company is obligated to give all holders of record of
Notes notice of the occurrence of such Repurchase Event and of the repurchase
right arising as a result thereof.

         Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after 60 days following original issuance of
the Notes and prior to the close of business on January 1, 2003, or, as to all
or any portion hereof called for redemption, prior to the close of business on
the Business Day immediately preceding the date fixed for redemption (unless
the Company shall default in payment due upon redemption thereof), to convert
the principal hereof or any portion of such principal which is $1,000 or an
integral multiple thereof, into that number of shares of Company's Common
Stock, as said shares shall be constituted at the date of conversion, obtained
by dividing the principal amount of this Note or portion thereof to be
converted by the Conversion Price of $27.50 or such Conversion Price as
adjusted from time to time as provided in the Indenture, upon surrender of this
Note, together with a conversion notice as provided in the Indenture, to the
Company at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, or at the option of such
holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the holder or by his duly authorized attorney.  No adjustment in
respect of interest or dividends will be made upon any conversion; PROVIDED,
HOWEVER, 
that if this Note shall be surrendered for conversion during the
period from the close of business on any record date for





                                     -7-
<PAGE>   8
the payment of interest to the close of business on the Business Day preceding
the interest payment date, this Note (unless it or the portion being converted
shall have been called for redemption during the period from the close of
business on any record date for the payment of interest to the close of
business on the Business Day preceding the interest payment date) must be
accompanied by an amount, in New York Clearing House funds or other funds
acceptable to the Company, equal to the interest payable on such interest
payment date on the principal amount being converted.  No fractional shares
will be issued upon any conversion, but an adjustment in cash will be made, as
provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Note or Notes for conversion.

         Any Notes called for redemption, unless surrendered for conversion on
or before the close of business on the date fixed for redemption, may be deemed
to be purchased from the holder of such Notes at an amount equal to the
applicable redemption price, together with accrued interest to, but excluding,
the date fixed for redemption, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Notes from the
holders thereof and convert them into Common Stock of the Company and to make
payment for such Notes as aforesaid to the Trustee in trust for such holders.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

         The Company, the Trustee, any authenticating agent, any paying agent,
any conversion agent and any Note registrar may deem and treat the registered
holder hereof as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company or any Note registrar), for the
purpose of receiving payment hereof, or on account hereof, for the conversion
hereof and for all other purposes, and neither the Company nor the Trustee nor
any other authenticating agent nor any paying agent nor any other conversion
agent nor any Note registrar shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.

         No recourse for the payment of the principal of or any premium or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer or
director or subsidiary, as such, past, present or future, of the Company or of
any





                                     -8-
<PAGE>   9
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         Terms used in this Note and defined in the Indenture are used herein
as therein defined.





                                     -9-
<PAGE>   10
                                 ABBREVIATIONS


         The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -as tenants in common  UNIF GIFT MIN ACT -- ________ Custodian_________
TEN ENT -as tenants by the                           (Cust)            (Minor)
         entireties                                under Uniform Gifts to Minors
JT TEN  -as joint tenants with       Act ______________________________________
         right of survivorship                          (State)
         and not as tenants in
         common


                   Additional abbreviations may also be used
                         though not in the above list.





                                     -10-
<PAGE>   11
                               CONVERSION NOTICE


To:      TELXON CORPORATION

         The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion hereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Telxon Corporation in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and deliverable
upon such conversion, together with any check in payment for fractional shares
and any Notes representing any unconverted principal amount hereof, be issued
and delivered to the registered holder hereof unless a different name has been
indicated below.  If shares or any portion of this Note not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
check the appropriate box below and pay all transfer taxes payable with respect
thereto.  Any amount required to be paid to the undersigned on account of
interest accompanies this Note.


Dated: ________________________

                                                  _____________________________


                                                  _____________________________
                                                  Signature(s)

                                                  Signature(s) must be
                                                  guaranteed by a commercial
                                                  bank or trust company or a
                                                  member firm of a major
                                                  stock exchange if shares of
                                                  Common Stock are to be
                                                  issued, or Notes to be
                                                  delivered, other than to and
                                                  in the name of the registered
                                                  holder.


                                                  _____________________________
                                                  Signature Guarantee





                                     -11-
<PAGE>   12
Fill in for registration of
shares of Common Stock if to be issued, and
Notes if to be delivered,
other than to and in the name
of the registered holder:


_______________________________
(Name)


_______________________________
(Street Address)


_______________________________
(City, State and Zip Code)

Please print name and address


                                              Principal amount to be converted 
                                              (if less than all):  $__________



                                              ________________________________
                                              Social Security or Other Taxpayer 
                                              Identification Number





                                     -12-
<PAGE>   13
                           OPTION TO ELECT REPURCHASE
                            UPON A REPURCHASE EVENT


To:      TELXON CORPORATION

         The undersigned registered owner of this Note hereby acknowledges
receipt of a notice from Telxon Corporation (the "Company") as to the
occurrence of a Repurchase Event with respect to the Company and requests and
instructs the Company to repay the entire principal amount of this Note, or the
portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note at the repurchase price, together with accrued interest to, but excluding,
such date, to the registered holder hereof.


Dated: ________________________        ________________________________________


                                       ________________________________________
                                                  Signature(s)

                                       NOTICE:  The above signatures of the
                                       holder(s) hereof must correspond with
                                       the name as written upon the face of the
                                       Note in every particular without
                                       alteration or enlargement or any change
                                       whatever.

                                       Principal amount to be converted (if
                                       less than all):

                                                     $__________


                                       ________________________________________
                                       Social Security or Other Taxpayer
                                       Identification Number





                                     -13-
<PAGE>   14
                                   ASSIGNMENT

        For value received ____________________________ hereby sell(s),
assign(s) and transfer(s) unto ____________________________ (Please insert
social security or other Taxpayer Identification Number of assignee) the within
Note, and hereby irrevocably constitutes and appoints ________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.

         In connection with any transfer of the within Note within three years
of the date of original issuance of such Note, the undersigned confirms that
such Note is being transferred:

          [  ]  To Telxon Corporation or a subsidiary thereof; or


          [  ]  Pursuant to and in compliance with Rule 144A under the
                Securities Act of 1933, as amended; or

          [  ]  To an Institutional Accredited Investor pursuant to and in      
                compliance with the Securities Act of 1933, as amended; or


          [  ]  Pursuant to and in compliance with Regulation S under the       
                Securities Act of 1933, as amended; or

          [  ]  Pursuant to and in compliance with Rule 144 under the   
                Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").


          [  ]  The transferee is an Affiliate of the Company.


Dated:  ____________________            _______________________________________


                                        _______________________________________
                                                             Signature(s)

                                        Signature(s) must be guaranteed by a
                                        commercial bank or trust company or a
                                        member firm of a major stock exchange
                                        if shares of Common Stock are to be
                                        issued, or Notes to be delivered, other
                                        than to or in the name of the
                                        registered holder.

                                        _______________________________________
                                                         Signature Guarantee





                                     -14-