
<PAGE>

                             EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of July 9, 1998, 
is made by and between PATRICE J. FOLIARD (the "EMPLOYEE"), an individual 
residing at  3091 Calvert Court, Camarillo, California 93012, ELTRON 
INTERNATIONAL, INC., a California corporation (the "COMPANY"), and ZEBRA 
TECHNOLOGIES CORPORATION, a Delaware corporation ("ZEBRA"). 


                                  PREAMBLE:

     A.    The Company desires to retain Employee as a senior executive of 
the Company and Employee desires to perform such duties.

     B.    Concurrently herewith, the Company, Zebra and SPRUCE ACQUISITION 
CORP., a Delaware Corporation ("MERGER SUB") are entering into an Agreement 
and Plan of Merger (as such agreement may hereafter be amended from time to 
time, the "MERGER AGREEMENT"; capitalized terms used and not defined herein 
have the respective meanings ascribed to them in the Merger Agreement) 
pursuant to which Merger Sub will be merged with and into the Company, with 
the Company continuing as the surviving corporation and as a direct 
wholly-owned subsidiary of Zebra (the "MERGER").

     C.    The effectiveness of this Agreement is expressly conditioned upon 
consummation of the Merger and the transactions contemplated by the Merger 
Agreement.

     D.    This Agreement, once effective, will supersede all previous 
employment agreements by and between the Company and Employee (the "PRIOR 
AGREEMENTS"), which Prior Agreements shall be null and void, having no 
further force or effect, as of the Effective Time.

     E.    In consideration of the continuation of his employment with the 
Company subsequent to the Merger, Employee has agreed to certain 
nonsolicitation and noncompetition provisions contained in this Agreement.

                            STATEMENT OF AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the Company and Employee agree as follows:

SECTION 1.  EMPLOYMENT, TERM AND DUTIES.

     1.1   EMPLOYMENT.  Upon the terms and subject to the conditions 
contained herein, during the Employment Term (as defined in SECTION 1.2), the 
Company hereby employs Employee as a senior executive officer of the Company. 
Employee shall initially report directly


<PAGE>                     

to the President of the Card Printer Unit of Zebra.  Employee hereby accepts 
such employment, and during the Employment Term shall devote his full 
business time, skill, energy and attention to the business of the Company, 
and shall perform his duties in a diligent trustworthy, loyal, businesslike 
and efficient manner, all for the purpose of advancing the business of the 
Company.  The Company agrees that in the event that Employee's position is 
eliminated by the Company and Employee is not offered any other comparable 
position with the Company in the Los Angeles metropolitan area, Employee 
shall have the right to terminate his employment and Employee shall be 
entitled to receive all of the benefits set forth in Section 3.4 below.

     1.2   EMPLOYMENT TERM.  The Employment Term shall commence as of the 
Effective Time on the Closing Date and, unless extended by mutual agreement 
of the parties hereto or sooner terminated or canceled pursuant to SECTION 3 
hereof, shall be for a period ending at 11:59 P.M., California time, on 
December 31, 2000 (the "INITIAL TERM") and shall automatically renew at the 
end of the Initial Term and on each anniversary thereafter, in each case, for 
an additional one (1) year period.  "EMPLOYMENT TERM" shall mean the Initial 
Term and any extensions or renewals thereof.

     1.3   DUTIES AND RESPONSIBILITIES.  Employee shall serve the Company 
initially as its Vice President - Sales and Marketing of the Card Printer 
Unit of the Company and shall have the duties and responsibilities associated 
therewith.  Employee agrees to observe and comply with the policies, 
procedures and rules of the Company regarding performance of his specific 
duties and the duties of the Company employees in general, Employee 
specifically covenants, warrants and represents to the Company that he has 
the full, complete and entire right and authority to enter into this 
Agreement that he has no agreement, duty, commitment or responsibility of any 
kind or nature whatsoever with any other party, person or entity which would 
conflict in any manner whatsoever with any of his obligations to the Company 
under this Agreement, and that he is fully ready, willing and able to perform 
each and all duties and responsibilities set forth in this Agreement.

SECTION 2.  COMPENSATION.

     2.1   BASE SALARY.  Subject to annual adjustments as provided below, the 
Company shall initially pay, and Employee shall be entitled to receive from 
the Company, a base salary for full-time employment referred to in SECTION 1 
hereof, compensation at the rate of $130,000 per year ("BASE SALARY"), 
payable in equal bi-weekly installments.  The Company shall make all 
deductions, withholdings and/or payments that are required by law from the 
gross sums payable pursuant to the provisions of this SECTION 2.

     2.2   ADJUSTMENT.  During the Employment Term, the Base Salary and 
Incentive Bonus (as defined in SECTION 2.3) which Employee is entitled to 
receive will be reviewed each December by the Compensation Committee of the 
Board of Directors and shall be adjusted effective January 1 of each year.  
The Base Salary and Incentive Bonus will be determined at the sole discretion 
of the Compensation Committee, but in no event will the Base Salary be 
decreased.

     2.3   INCENTIVE BONUS.  An incentive bonus may be awarded to Employee.  
The incentive bonus shall be in an amount not to exceed seventy-five percent 
(75%) of Employee's


                                     -2-
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Base Salary for the fiscal year in respect of which a bonus is payable (the 
"INCENTIVE BONUS").  The Incentive Bonus which Employee shall be entitled to 
receive will be based on the audited financial statements of the Company, and 
will be calculated based on the criteria determined by the Compensation 
Committee of the Board of Directors described in APPENDIX I.

     In the event that either the nature of the Company changes by virtue of 
a merger, acquisition or similar event or if Employee is called upon to serve 
in a substantially different role by the Company, the bonus criteria will be 
reviewed and revised to reflect such terms as are mutually acceptable to both 
Employee and the Compensation Committee of the Company's Board of Directors.

     2.4   STOCK OPTION PLANS.  Employee shall be eligible to participate in 
the Company's Stock Option Plans.  Notwithstanding any terms to the contrary 
contained in any Stock Option Agreement all stock options received by 
Employee from the Company shall immediately accelerate upon a Change in 
Control (as defined in SECTION 3.5).

     2.5   EXPENSES.  The Company shall reimburse Employee for all ordinary 
and necessary expenses incurred and paid by him in the course of the 
performance of his duties pursuant to this Agreement and consistent with the 
Company's policies in effect from time to time with respect to travel, 
entertainment and other business expenses, and subject to the Company's 
requirements with respect to the manner of reporting such expenses.  The 
Company shall continue in effect (or substitute on a comparable basis) the 
major medical, hospitalization, life, travel, accident and disability 
insurance policies covering Employee and/or his eligible dependents.

     2.6   BENEFIT PLANS AND OTHER FRINGE BENEFITS.  Employee and his 
dependents that are eligible will be permitted to participate in medical, 
life insurance and disability plans now made available generally by the 
Company to its employees or which may be made generally available in the 
future, subject to, and on a basis consistent with the terms, conditions and 
administration of each such plan.

     It will not constitute a breach of this Agreement if the Company 
unilaterally modifies, reduces or eliminates any of the benefits under any of 
these plans if such modifications, reduction or elimination applies equally 
to all similarly situated eligible participants in such plans.

     2.7   ZEBRA STOCK OPTIONS.  On the Closing Date, but in no event prior 
to the Effective Time, Employee shall be granted an option to purchase 16,000 
shares of Class A Common Stock of Zebra (the "COMMON STOCK") at an exercise 
price per share equal to the closing price of the Common Stock on the Closing 
Date as reported by the Nasdaq National Market ("NASDAQ").  In the event a 
closing price is not reported by Nasdaq, the price per share shall be equal 
to the closing price as reported by the Wall Street Journal.   Such option 
shall be granted in accordance with the Zebra 1997 Stock Option Plan attached 
hereto as EXHIBIT C and upon the terms and conditions set forth in Zebra's 
customary form of stock option certificate; provided, that such option shall 
immediately become exercisable in the event that the Company terminates this 
Agreement pursuant to Section 3.4 hereof.


                                     -3-
<PAGE>

     2.8   ELTRON STOCK OPTIONS.  The parties acknowledge and agree that all 
options to acquire common stock of the Company previously granted to Employee 
shall become automatically fully vested at the strike price at the time of 
such grant upon commencement of the Employment Term.

SECTION 3.  TERMINATION.

     3.1   TERMINATION OF EMPLOYMENT FOR CAUSE.  The Company may at any time 
during the term of this Agreement, by written notice, terminate the 
employment of Employee For Cause (as defined below).  In such event, Employee 
shall be entitled to receive any unpaid amounts of Base Salary and Incentive 
Bonus for services provided by Employee to the Company up to and including 
the date of termination of the employment of Employee, but under no 
circumstances whatsoever shall Employee be entitled to receive any other 
compensation of any kind or nature whatsoever, including without limitation, 
for any period of time after the date of the termination of the employment of 
Employee.  The following shall be deemed to constitute the types of acts or 
conduct which shall constitute grounds for termination of Employee's 
employment "FOR CAUSE" by written notice pursuant to this Agreement:

     (a)   The conviction (notwithstanding any possible or pending appeal) of 
Employee of any felony; PROVIDED, HOWEVER, that prior to any conviction, but 
while charged with a felony, the Company may, at its discretion, suspend 
Employee with or without pay;

     (b)   Any material breach by Employee of any term, provision or covenant 
contained in this Agreement and the failure of Employee to cure the same 
within a reasonable period of time not to exceed sixty (60) days of receipt 
of written notice of such failure (which notice must state specifically and 
precisely what action or inaction by the Employee constitutes the breach and 
what Employee must do or not do to correct the breach) and the demand that 
the same be cured;

     (c)   The persistent and willful failure, neglect, inability or refusal 
of Employee to perform in all material respects his duties and 
responsibilities under this Agreement and the failure to cure the same within 
fifteen (15) days of receipt of written notice (which notice must state 
specifically and precisely what action or inaction by the Employee 
constitutes the breach and what Employee must do or not do to correct the 
breach) of such failure and the demand that the same be cured; or

     (d)   Any material breach by Employee of any of the Company's policies, 
practices, rules and/or regulations and the failure to cure the same within 
fifteen (15) days of receipt of written notice (which notice must state 
specifically and precisely what action or inaction by the Employee 
constitutes the breach and what Employee must do or not do to correct the 
breach) of such failure and the demand that the same be cured.

     3.2   DISABILITY.  If during the Employment Term Employee becomes 
disabled due to illness, injury or similar cause in such a manner that he is 
unable fully to perform his duties pursuant to this Agreement, he shall be 
entitled upon certification of such disability by a physician of the 
Company's choice to a leave of absence from the Company for the duration of 
such disability as certified by such physician up to but not exceeding the 
expiration of a period


                                     -4-
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of one (1) year or until the end of the current Employment Term of this 
Agreement, whichever first occurs.  Such period shall not to exceed one (1) 
year and shall be integrated with any existing Company disability policy, 
provided, however, in no event shall Employee receive disability income 
coverage beyond the period of one (1) year except to the extent provided in 
the Company's disability policy, if any.  Employee's salary as provided in 
this Agreement including the Base Salary and the incentive bonuses (if 
earned), shall continue to be paid by the Company during any such leave of 
absence not to exceed one (1) year provided, however, that if Employee 
receives any payment or payments on account of such disability from any 
employer-provided, governmental, employee-provided or other program or 
programs of disability insurance attributable to the one (1) year leave of 
absence, or when appropriate, such shorter time period the Company shall be 
obligated to pay to Employee only the difference, if any, between the salary 
provided to Employee by the Company pursuant to this Agreement for the 
applicable period and the total amount of any disability insurance payments 
payable to Employee through or by any such program or programs of disability 
insurance attributable to the same applicable period.  If Employee's absence 
because of disability continues for more than one (1) year and the term of 
this Agreement has not expired, the Company shall have the full and 
unrestricted right, in its sole and exclusive discretion, immediately to 
terminate Employee's employment by the Company.

     3.3   DEATH OF EMPLOYEE.  In the event of the death of Employee during 
the term of this Agreement, this Agreement shall immediately terminate, and 
Employee's estate shall be entitled to receive any unpaid amounts of Base 
Salary and Incentive Bonus for services provided by Employee to the Company 
up to and including the date of Employee's death and an additional payment 
equal to the aggregate of Employee's base salary and Incentive Bonus during 
his last full year of employment by the Company, but under no circumstances 
whatsoever shall Employee's estate be entitled to receive any other 
compensation of any kind or nature whatsoever for any period of time after 
the date of Employee's death.

     3.4   OPTION TO TERMINATE WITHOUT CAUSE.  If the Company terminates 
Employee's employment for any reason other than For Cause, Employee shall be 
entitled to receive all of the following severance benefits, which shall 
satisfy all of the Company's liabilities to Employee for any claims related 
to such termination:

     (a)   A continuation of his Base Salary in effect immediately prior to 
such termination for a period of one (1) year from the date of termination 
("CONTINUED BASE SALARY"); and

     (b)   During any such period that he is receiving Continued Base Salary, 
Employee shall also receive medical coverage for himself and his dependents 
and life insurance for himself, all at a level equivalent (or as nearly 
equivalent as practicable) to the benefits he was receiving immediately prior 
to his termination.  Employee agrees to cooperate with the Company to 
facilitate its provision of such benefits to Employee at the lowest 
reasonable cost.  No vacation benefits shall accrue during any such period.

     In any such case, any Continued Base Salary payments shall be made in 
accordance with the Company's then existing payroll policies.  During any 
period that Employee is receiving Continued Base Salary, Employee agrees to 
advise and consult with the Company's officers and directors with respect to 
the Company's affairs if reasonably requested to do so.


                                     -5-
<PAGE>

     3.5   OPTION TO TERMINATE UPON CHANGE IN CONTROL.  Upon a Change in 
Control (as defined below), Employee shall have the option for a period of up 
to one (1) year from the date of any Change in Control, to terminate his 
employment and shall be entitled to receive a lump-sum severance payment 
equal to one time his then existing annual Base Salary subject to normal 
withholding requirements (the "SEVERANCE PAYMENT").  Employee shall notify 
the Company in writing 60 days prior to his decision to terminate based upon 
said Change in Control.  Following such notice and on or before Employee's 
last day of employment, the Company shall pay Employee the Severance Payment.

     For purposes of this Agreement a "CHANGE IN CONTROL" means the 
occurrence of any of the following events:

     (i)   Any "person" or group (as such terms are used in Sections 13(d) 
and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes 
the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or 
indirectly, of securities of the Company or Zebra representing 50% or more of 
the total voting power represented by the Company's or Zebra's then 
outstanding voting securities, as the case may be; or

     (ii)  A change in the composition of the Board of Directors of Zebra 
occurring within any two-year period, as a result of which fewer than a 
majority of the directors are Incumbent Directors.  "INCUMBENT DIRECTORS" 
shall mean directors who either (A) are directors of Zebra as of the date 
hereof; or (B) are elected, or nominated for election, to the Board of 
Directors of Zebra with the affirmative votes of at least a majority of the 
current directors who were directors at the beginning of such two year period 
(but shall not include an individual whose election or nomination is proposed 
in connection with an actual or threatened proxy contest relating to the 
election of directors for Zebra); or

     (iii) The stockholders of Zebra approve any transaction which would be a 
reorganization under Delaware law and results in the voting securities of 
Zebra outstanding immediately prior to the consummation of the transaction 
continuing to represent (either by remaining outstanding or by being 
converted into voting securities of the surviving entity) less than fifty 
percent (50%) of the total voting power represented by the voting securities 
of the surviving entity outstanding immediately after such merger or 
consolidation; or

     (iv)  The stockholders of Zebra approve a plan of complete liquidation 
of Zebra or an agreement for the sale or disposition by Zebra of all or 
substantially all of Zebra's assets.

     Notwithstanding the paragraph above, the following events shall not 
constitute a Change in Control:  (i) any acquisition of beneficial ownership 
pursuant to a will or the laws of descent and distribution; (ii) any 
acquisition of beneficial ownership by operation of a trust established prior 
to such reorganization and merger, created and utilized for estate planning 
purposes and which was the record holder of 5% or more of the voting; (iii) 
any acquisition of beneficial ownership pursuant to (A) a reclassification, 
however effected, of Zebra's authorized stock, or (B) a corporate 
reorganization involving Zebra or any of its subsidiaries which does not 
result in a material change in the ultimate ownership by the shareholders or 
Zebra (through their ownership of Zebra or to the successor to Zebra 
resulting from the reorganization) of the assets of Zebra and its 
subsidiaries, if such reclassification or reorganization is approved by the 
Board


                                     -6-
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of Directors of Zebra; or (iv) the Merger or any transaction contemplated by 
the Merger Agreement.

     3.6   OPTION OF EMPLOYEE TO TERMINATE EMPLOYMENT.  If Employee 
terminates his employment with the Company (other than in connection with a 
Change in Control or pursuant to Section 1.1 above), or his employment is 
terminated by the Company For Cause, the Company's obligation to provide 
Employee with compensation or employment benefits shall cease upon the 
effective date of such termination and Employee shall not be entitled to 
receive any severance payments, or any other payments or reimbursements, in 
connection with such termination.

     3.7   DUTIES OF EMPLOYEE AFTER TERMINATION OF EMPLOYMENT.  Following any 
termination of Employee's employment with the Company for any reason under 
SECTION 3, Employee shall fully cooperate with the Company in all matters 
relating to the winding up of his pending work on behalf of the Company and 
the orderly transfer of any such pending work and of his duties and 
responsibilities for the Company to such other employees of the Company as 
may be designated by the Company.  The Company shall be entitled to such 
full-time or part-time services of Employee as the Company may reasonably 
require during all or any part of the thirty (30) day period immediately 
following any termination of Employee's employment by the Company, excluding 
Saturdays, Sundays and federal holidays.  In addition, to any other severance 
benefits, Employee shall receive reasonable compensation for any such 
services so rendered.  Immediately upon any termination of Employee's 
employment with the Company, Employee shall return to the Company any and all 
property of the Company of any kind or nature whatsoever in Employee's 
possession, custody or control.

SECTION 4.  FULL-TIME EMPLOYMENT; CONFIDENTIALITY; INDEMNIFICATION.

     4.1   FULL-TIME EMPLOYMENT.  Employee will devote his full time, 
energies and attention to perform all of his duties to the Company under this 
Agreement. In addition, Employee will not engage in any business, civic or 
other activities that would interfere with the performance of his duties 
hereunder.  Employee further agrees that he will not perform services, 
whether or not for compensation, for any person or entity which competes 
directly or indirectly with the Company.

     4.2   CONFIDENTIALITY.  Except as may be required in the ordinary course 
of performing his duties hereunder.  Employee at no time, whether during or 
after the termination of his employment (other than to promote and advance 
the business of the Company), will reveal to any person or entity any trade 
secrets proprietary or confidential business information concerning the 
Company, including but not limited to, its production processes, inventions, 
formulae, research results and activities, marketing plans and strategies, 
pricing policies, customer lists and accounts, business or financial 
information of the Company which have come to the Employee's knowledge in the 
course and result of his employment with the Company.  These restrictions 
will not apply to (a) information that is in the public domain through no 
breach by Employee of this Agreement, (b) information that is required to be 
disclosed by law or an order of a court, agency or proceeding, or (c) in the 
event Employee is authorized in writing to disclose such information by the 
Board of Directors of the Company.


                                     -7-
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     4.3   RETURN OF ALL COMPANY PROPERTY AND DOCUMENTS.  Upon the 
termination of employment, Employee will immediately return to the Company 
all property of the Company including, without limitation, all keys, credit 
cards, documents and information, however maintained (including computer 
files, tapes, and recordings), concerning the Company and acquired by 
Employee in the course and scope of his employment (excluding only those 
documents totaling to Employee's own salary and benefits).

     4.4   COMPANY'S RIGHT TO EQUITABLE RELIEF.  Employee acknowledges that 
the provisions of SECTIONS 4.2, 5.1 and 5.2 are reasonable and necessary to 
protect the legitimate interests of the Company.  If Employee commits a 
breach, or threatens to commit a breach, of SECTIONS 4.2, 5.1, 5.2 or any 
other term of this Agreement it is understood and agreed that such conduct 
would result in immediate and irreparable harm to the Company and would cause 
damage to the Company which cannot reasonably or adequately be compensated by 
monetary damages.  The Company will be entitled to the remedies of injunction 
and specific performance by any court having competent equity jurisdiction, 
and nothing in SECTION 8 herein shall apply or be interpreted to prohibit the 
Company from seeking such equitable remedies.

     4.5   INDEMNIFICATION.  The Company agrees to indemnify and hold 
harmless Employee from and against all claims, suits, damages, losses, costs 
and expenses incurred or suffered by Employee by reason of any acts or 
omissions arising out of Employee's services to or activities on behalf of 
the Company or its subsidiaries to the full extent permitted by the 
California General Corporation Law.  Employee will also be covered by Zebra's 
directors and officers liability insurance policy.

SECTION 5.  NON-SOLICITATION AND NON-COMPETITION.

     5.1   NON-SOLICITATION.  During the Employment Term and for a period of 
three (3) years thereafter, Employee agrees that he shall not solicit any 
customers of the Company, or recruit or cause any other person to recruit any 
employee of or consultant to the Company, to stop working for, contracting 
with, or otherwise alter their relationship with the Company or to work for 
or contract with any business or businesses competitive with the Company.

     5.2   NON-COMPETITION.  For a period of one (1) year after termination 
of employment under this Agreement, Employee shall not (a) compete with the 
Company or any affiliate or subsidiary of the Company, in the Territory (as 
defined below), in the conduct of its business as a manufacturer and/or 
seller of bar code printers and plastic card printers, or (b) engage or 
participate, directly or indirectly, whether for his own account or for that 
of any other person, firm or corporation, and whether as a stockholder 
(except as a stockholder in a publicly held corporation of which Employee 
owns less than 1% of the outstanding securities of any class), principal, 
agent proprietor, partner, officer, director, employee or consultant, or in 
any other capacity.  "TERRITORY" shall mean each of the cities, counties or 
other jurisdictions set forth on EXHIBIT D attached hereto, and any other 
domestic or foreign jurisdiction in which the Company or any affiliate or 
subsidiary of the Company, as of the date of the Agreement, has conducted any 
part of its business, whether design, development, engineering, 
manufacturing, sale, distribution or servicing of its products or other 
marketing operations, in any business or businesses substantially similar to 
the business as conducted by the Company as of the date of


                                     -8-
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this Agreement or as may thereafter be conducted by the Company at any time 
during the Employment Term.

SECTION 6.  INVENTIONS.

     6.1   INVENTIONS RETAINED AND LICENSED.  Employee has attached as 
EXHIBIT A hereto a list describing all inventions, original works of 
authorship, developments, improvements, and trade secrets which were made by 
Employee prior to his employment with the Company (collectively referred to 
as "PRIOR INVENTIONS"), which belong to Employee, which relate to the 
Company's proposed business, products or research and development and which 
are not assigned to the Company hereunder, or, if no such list is attached, 
Employee represents that there are no such Prior Inventions.  If in the 
course of Employee's employment with the Company, Employee incorporates into 
an the Company product, process or machine any Prior Inventions owned by 
Employee or in which Employee has an interest the Company is hereby granted 
and shall have a nonexclusive, royalty-free, irrevocable, perpetual, 
worldwide license to make, have made, modify, use and sell such Prior 
Inventions as part of or in connection with such product process or machine.

     6.2   ASSIGNMENT OF INVENTIONS.  Employee agrees that he will promptly 
make full written disclosure to the Company, will hold in trust for the sole 
right and benefit of the Company, and hereby assigns to the Company, or its 
designee, all of Employee's right title, and interest in and to any and all 
inventions, original works of authorship, developments, concepts, 
improvements or trade secrets, whether or not patentable or registrable under 
copyright or similar laws, which Employee may solely or jointly conceive or 
develop or reduce to practice, or cause to be conceived or developed or 
reduced to practice, during the period of time Employee is in the employ of 
the Company (collectively referred to as "INVENTIONS"), except as provided in 
SECTION 6.5 below.  Employee further acknowledges that all original works of 
authorship which are made by Employee (solely or jointly with others) within 
the scope of and during the period of his employment with the Company and 
which are protectable by copyright are "works made for hire," as that term is 
defined in the United States Copyright Act.

     6.3   MAINTENANCE OF RECORDS.  Employee agrees to keep and maintain 
adequate and current written records of all Inventions made by Employee 
(solely or jointly with others) during the term of Employee's employment with 
the Company.  The records will be in the form of notes, sketches, drawings, 
and any other format that may be specified by the Company.  The records will 
be available to and remain the sole property of the Company at all times.

     6.4   PATENT AND COPYRIGHT REGISTRATIONS.  Employee agrees to assist the 
Company, or its designee, at the Company's expense, in every proper way to 
secure the Company's rights in the inventions and any copyright patents, mask 
work rights or other intellectual property rights relating thereto in any and 
all countries, including the disclosure to the Company of all permanent 
information and data with respect thereto, the execution of all applications, 
specifications, oaths, assignments and all other instruments which the 
Company shall deem necessary in order to apply for and obtain such rights and 
in order to assign and convey to the Company, its successors, assigns, and 
nominees the sole and exclusive rights, title and interest in and to such 
inventions, and any copyrights, patents, mask work rights or other 
intellectual property rights relating thereto.  Employee further agrees that 
his obligation to execute or cause


                                     -9-
<PAGE>

to be executed, when it is in Employee's power to do so, any such instrument 
or papers shall continue after the termination of this Agreement.  If the 
Company is unable because of Employee's mental or physical incapacity or for 
any other reason to secure Employee's signature to apply for or to pursue any 
application for any United States or foreign patents or copyright 
registrations covering inventions or original works of authorship assigned to 
the Company as above, then Employee hereby irrevocably designates and 
appoints the Company and its duly authorized officers and agents as 
Employee's agent and attorney-in-fact, to act for and in Employee's behalf 
and stead to execute and file any such applications and to do all other 
lawfully permitted acts to further the prosecution and issuance of letters or 
patent or copyright registrations thereon with the same legal force and 
effect as if executed by Employee.

     6.5   EXECUTION TO ASSIGNMENTS.  Employee understands that the 
provisions of this Agreement requiring assignment of inventions to the 
Company do not apply to any invention which qualifies fully under the 
provisions of California Labor Code Section 2870 (attached as EXHIBIT B).  
Employee will advise the Company promptly in writing of any inventions that 
Employee believes meet the criteria in California Labor Code Section 2870 and 
which are not otherwise disclosed on EXHIBIT A.

SECTION 7.  NO MITIGATION OR SET OFF.  Employee's right to receive benefits 
under this Agreement shall not be reduced by reason of Employee's employment 
with any other employer after termination or resignation of employment with 
the Company.  Any compensation for services rendered or consulting fees 
earned after the date of termination or resignation shall not diminish 
Employee's right to receive all amounts due hereunder.  The right of Employee 
to receive benefits under this Agreement shall be absolute and shall not be 
subject to any set-off, counterclaim, recoupment, defense, duty to mitigate 
or other right the Company may have against him or anyone else.

SECTION 8.  ARBITRATION.  Any controversy, dispute or claim arising out of, 
or relating to or concerning the employment and compensation of Employee or 
the termination of Employee's employment or a claimed violation of any 
provision of any local, state or Federal law will be settled by arbitration 
in Ventura County, California, in accordance with the Rules of the American 
Arbitration Association (the "AAA") then existing.  Should the AAA publish 
rules designed to accomplish the arbitration of employment disputes between 
employees not represented by a union and their employers, then those rules 
will be utilized. This agreement to arbitrate will be specifically 
enforceable.  Judgment upon any award rendered by an arbitrator may be 
entered in any court having jurisdiction. If the rules of the AAA differ from 
those of this Section, the provisions of this Agreement will control.

           (a) PROCEDURE FOR ARBITRATION.  Subject to the above, any demand 
for arbitration may be filed with the AAA and served upon the other party at 
any time within the period covered by the applicable statute of limitations.

           (b) CONDUCT OF ARBITRATION PROCEEDINGS.  The cost of the 
arbitrator will be shared equally by the parties.  If there is any issue 
whatsoever concerning confidentiality or trade secrets, no recording or 
transcription of the arbitration will take place.


                                    -10-
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           (c) POWERS OF THE ARBITRATOR.  The arbitrator will have no 
authority to extend, modify or suspend any of the terms of this Agreement.  
The arbitrator will make his award in writing and shall accompany it with 
opinion discussing the evidence and setting forth the reasons for his award.  
The arbitrator shall have the power to make all factual determinations and 
rule on all issues of law. ANY AWARD RENDERED BY THE ARBITRATOR SHALL BE 
FINAL AND BINDING UPON EACH PARTY TO THE ARBITRATION AND UNREVIEWABLE FOR 
ERROR OF LAW OR FOR LEGAL REASONING OF ANY KIND AND ANY SUCH AWARD MAY BE 
CONFIRMED AND A JUDGMENT ON SUCH AWARD MAY BE ENTERED IN ANY COURT OF 
COMPETENT JURISDICTION.

           (d) WAIVER OF RIGHT TO TRIAL BY JURY OR COURT.  THE COMPANY AND 
EMPLOYEE EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OR A TRIAL 
BEFORE A STATE OR FEDERAL COURT JUDGE OF ANY CLAIM OR CAUSE OF ACTION BASED 
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT BY ONE PARTY AGAINST ANY 
OTHER PARTY OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT 
CLAIMS, OR OTHERWISE. THE COMPANY AND THE EMPLOYEE EACH AGREE THAT ANY SUCH 
CLAIM OR CAUSE OF ACTION SHALL BE ARBITRATED AS PROVIDED IN THIS SECTION 8.  
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR 
RESPECTIVE RIGHT TO A TRIAL BY JURY OR A TRIAL BEFORE A STATE OR FEDERAL 
COURT JUDGE IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, 
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO 
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION 
HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, 
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

SECTION 9.  MISCELLANEOUS.

     9.1   NOTICE.  Any notice or other communications required or permitted 
to be given to the parties hereto shall be deemed to have been given when 
received addressed as follows (or at such other address as the party 
addressed may have substituted by notice pursuant to this Section):

     (a)   If to the Company:

           Eltron International, Inc.
           41 Moreland Road
           Simi Valley, California  93065-1692
           Telephone:  (805) 579-1800
           Facsimile:  (805) 579-2085

     (b)   If to Employee:

           To the address specified in the first paragraph hereof.


                                    -11-
<PAGE>

     9.2   HEADING.  The captions set forth in this Agreement are for 
convenience of reference only and shall not be considered as part of this 
Agreement or as in any way limiting or amplifying the terms and provisions 
hereof.

     9.3   GOVERNING LAW.  The Agreement, shall in all respect, be 
interpreted, construed and governed by and in accordance with the law of the 
State of California.

     9.4   SEVERABILITY. If any one or more of the provisions contained in 
this Agreement shall for any reason be held to be invalid, illegal or 
unenforceable in any respect, such invalidity, illegality or unenforceability 
shall not affect any other provision of this Agreement, but this Agreement 
shall be construed as if such invalid, illegal or unenforceable provision had 
never been contained herein and there shall be deemed substituted such other 
provision as will most nearly accomplish the intent of the parties to the 
extent permitted by applicable law.

     9.5   WHOLE AGREEMENT.  This Agreement embodies all the representations, 
warranties, covenants and agreements of the parties in relation to the 
subject matter hereof, and no representations, warranties, covenants, 
understandings or agreements or otherwise, in relation thereto exist between 
the parties, or in an instrument in writing signed by the party to be bound 
thereby which makes reference to this Agreement.

     9.6   NO RIGHTS IN THIRD PARTIES.  Nothing herein expressed or implied 
is intended to or shall be construed to confer upon or give to any person, 
firm or other entity, other than the parties hereto and their respective 
successors and assigns or personal representatives, any rights or remedies 
under or by reason of this Agreement.

     9.7   ASSIGNMENT.  The Company may assign its rights and delegate its 
responsibilities under this Agreement to any successor corporation or to any 
corporation which acquires all or substantially all of the operating assets 
of the Company by merger, consolidation, dissolution, liquidation, 
combination, sale or transfer or assets or otherwise.  Employee may not 
assign any rights or obligations under this Agreement.

     9.8   AMENDMENT.  The Agreement may not be amended orally but only by an 
instrument in writing duly executed by the parties hereto.

     9.9   COUNTERPARTS.  This Agreement may be executed simultaneously in 
two or more counterparts, each of which shall be deemed an original, but all 
of which together shall constitute one and the same Agreement.

     9.10  SURVIVAL OF OBLIGATIONS.  Notwithstanding anything to the contrary 
set forth in this Agreement, the obligations set forth in SECTIONS 4, 5, 6 
AND 8 shall survive any termination of this Agreement.


                                    -12-
<PAGE>

     IN WITNESS WHEREOF, the Company and Employee have caused this Agreement 
to be duly executed and delivered as of the date first written above.

"EMPLOYEE":                        "COMPANY":

                                   ELTRON INTERNATIONAL, INC.

                                    By:                                   
------------------------------         ---------------------------------- 
PATRICE J. FOLIARD                  Name:                                 
                                         -------------------------------- 
                                    Title:                                
                                          ------------------------------- 


                                   "ZEBRA"

                                   ZEBRA TECHNOLOGIES CORPORATION


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


                                    -13-
<PAGE>
                                 APPENDIX I
                                     TO
                             EMPLOYMENT AGREEMENT

During the Employment Term, the additional compensation Employee is entitled 
to receive will be reviewed each December by the Compensation Committee of 
the Board of Directors and fixed effective January 1 of the coming year.

The following defines the criteria to be used for allocating the 1998 bonus 
program to Employee:

     MOST IMPORTANT TASKS: (MIT) Employee shall be entitled to receive a maximum
     quarterly bonus equal to 75% of his quarterly salary.  MIT's will be
     created by Employee and approved by the Compensation Committee of the Board
     of Directors, prior to the beginning of each quarter.  Each task will be
     assigned a numerical weighing for bonus allotment.  At the end of each
     quarter, MIT's will be reviewed by Employee and the Compensation Committee
     of the Board of Directors to assess task completion and to compute the
     amount of bonus to be awarded for the prior quarter.

The following defines the criteria to be used for allocating the 1999 and 2000
bonus program to Employee:

     MOST IMPORTANT TASKS: (MIT) Employee shall be entitled to receive a maximum
     quarterly bonus equal to 75% of his quarterly salary.  MIT's will be
     created by Employee and approved by the Chairman and Chief Executive
     Officer of Zebra, prior to the beginning of each quarter.  Each task will
     be assigned a numerical weighing for bonus allotment.  At the end of each
     quarter, MIT's will be reviewed by Employee and the Chairman and Chief
     Executive Officer of Zebra to assess task completion and to compute the
     amount of bonus to be awarded for the prior quarter.


<PAGE>       

                                  EXHIBIT A
                                      TO
                             EMPLOYMENT AGREEMENT


     The following is a list describing all inventions, original works of
authorship, developments, improvements, and trade secrets of Employee:







------     No Inventions, improvements, etc. listed.
------     Addition Sheets Attached



                                             ---------------------------
                                                      Employee


<PAGE>
                                  EXHIBIT B
                                      TO
                             EMPLOYMENT AGREEMENT


                      California Labor Code Section 2870:

           Section 2870.  Employment agreements; assignment of rights.

     (a)   Any provision in an employment agreement which provides that an 
employee shall assign, or offer to assign, any of his or her rights in an 
invention to his or her employer shall not apply to an invention that the 
employee developed entirely on his or her own time without using the 
employer's equipment, supplies, facilities, or trade secret information 
except for those inventions that either:

           (1) Relate at the time of conception or reduction to practice of 
the invention to the employer's business, or actual or demonstrably 
anticipated research or development of the employer, or

           (2) Result from any work performed by the employee for the 
employer.

     (b)   To the extent a provision in an employment agreement purports to 
require an employee to assign an invention otherwise excluded from being 
required to be assigned under subdivision (a), the provision is against the 
public policy of this state and is unenforceable.


<PAGE>

                                  EXHIBIT C
                                      TO
                             EMPLOYMENT AGREEMENT

                         ZEBRA 1997 Stock Option Plan



<PAGE>
                                  EXHIBIT D
                                      TO
                             EMPLOYMENT AGREEMENT

                            List of Jurisdictions


Los Angeles, Los Angeles County, California

Simi Valley, Ventura County, California

Greenville, Outagamie County, Wisconsin

Camarillo, Ventura County, California


OFFICES:

Coral Gables, Florida

Marietta, Georgia

Rochelle Park, New Jersey

Schaumburg, Illinois

Cheshire, Connecticut

Malvern, Pennsylvania

Bloomington, Minnesota




