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PROXY                   ZEBRA TECHNOLOGIES CORPORATION                     PROXY
               PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD OCTOBER  , 1998
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder(s) hereby appoint(s) Edward L. Kaplan and Gerhard 
Cless, and each of them, with power of substitution, as attorneys and proxies 
for and in the name and place of the undersigned, and hereby authorizes them 
to represent and to vote all of the shares of Class A Common Stock and Class 
B Common Stock of Zebra Technologies Corporation held of record as of 
             , 1998 which the undersigned is entitled to vote at the Special 
Meeting of Stockholders of Zebra Technologies Corporation to be held on 
October   , 1998 at the Harris Trust and Savings Bank Auditorium, 111 West 
Monroe Street, 8th Floor, Chicago, Illinois 60603, at 10:00 a.m. local time, 
and at any adjournment thereof.

               (continued, and to be signed, on reverse side)





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                         ZEBRA TECHNOLOGIES CORPORATION
      PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/



                                                         For   Against   Abstain
1. PROPOSAL TO ISSUE ADDITIONAL SHARES                   / /     / /       / /
   OF CLASS B COMMON STOCK AS
   CONTEMPLATED BY THE MERGER
   AGREEMENT

                                                         For   Against   Abstain
2. PROPOSAL TO INCREASE THE NUMBER OF SHARES OF          / /     / /       / /
   CLASS A COMMON STOCK SUBJECT TO OPTIONS UNDER THE 
   ZEBRA 1997 STOCK OPTION PLAN

3. In their discretion, the Proxies are authorized to
   vote upon such other matters as may properly come
   before the meeting.


Please sign exactly as the name appears on your stock certificate. When 
shares are held by joint tenants, both should sign. When signing as attorney, 
executor, administrator, trustee or guardian, please give title as such. When 
signing as a corporation, please sign in full corporate name by President or 
other authorized officer. When signing as a partnership, limited liability 
company, or other entity, please sign in partnership, limited liability 
company or other entity name by an authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Signature_________________________________________DATE:___________________, 1998

Signature (if held jointly)_____________________________________________________


THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE ABOVE SIGNED STOCKHOLDER(S).
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR 
PROPOSAL 2.

