<PAGE>



                                                                    EXHIBIT 10.1

                                VOTING AGREEMENT

      VOTING AGREEMENT, dated as of December 31, 1999 (this "Agreement"), by and
among Netrix Corporation,  a Delaware  corporation (the "Company"),  and each of
the holders (each a "Holder") of shares of the common stock,  par value $.01 per
share (the "AetherWorks Common Stock"), of AetherWorks Corporation,  a Minnesota
corporation ("AetherWorks"), listed on Schedule I attached hereto.

                                   WITNESSETH:

A. WHEREAS,  the Company,  AetherWorks  and Nx1  Acquisition  Corp.,  a Delaware
corporation  ("Merger  Sub"),  propose  to enter into an  Agreement  and Plan of
Merger dated as of the date hereof (the "Merger  Agreement";  capitalized  terms
used herein and not  otherwise  defined are used herein as defined in the Merger
Agreement), pursuant to which AetherWorks will be merged (the "Merger") with and
into Merger Sub, and (i) all of the issued and outstanding shares of AetherWorks
Common Stock shall be converted into the right to receive shares of common stock
of the  Company  (the  "Parent  Common  Stock");  (ii)  all of  the  issued  and
outstanding  options to acquire AetherWorks Common Stock shall be converted into
the right to receive options to acquire shares of Parent Common Stock; and (iii)
all of the issued and outstanding  warrants to acquire  AetherWorks Common Stock
shall be  converted  into the right to receive  warrants  to  acquire  shares of
Parent Common Stock, pursuant to and in accordance with the terms and conditions
set forth in the Merger Agreement;

      WHEREAS, each Holder,  individually or as trustee or custodian,  is either
(i) the owner of or (ii) the  holder of an  irrevocable  proxy and as such has a
right to vote the  number  of  shares  of  AetherWorks  Common  Stock  set forth
opposite  such  Holder's  name on  Schedule I to this  Agreement  (the  "Subject
Shares"); and

      WHEREAS,  as a condition of its entering  into the Merger  Agreement,  the
Company has  requested  that each Holder agree,  and each Holder has agreed,  to
vote the Subject  Shares and to grant the Company an  irrevocable  proxy to vote
the  Subject  Shares  upon the terms and  subject  to the  conditions  set forth
herein.

      NOW, THEREFORE, in consideration of the promises and the mutual agreements
and covenants  hereinafter set forth,  and intending to be legally bound hereby,
the parties hereto hereby agree as follows:

      1.  AGREEMENT  TO VOTE SHARES.  At every annual or special  meeting of the
shareholders  of AetherWorks and at every  continuation or adjournment  thereof,
and on every  action or  approval  by  written  consent of the  shareholders  of
AetherWorks in lieu of any such meeting, each Holder: (i) shall vote the Subject
Shares in favor of  approval  of the  Merger  Agreement  and the  Merger and any
matter that could  reasonably  be expected to  facilitate  the Merger;  and (ii)
shall vote the  Subject  Shares  against  any  proposal  made in  opposition  to
consummation of the Merger.

      2. IRREVOCABLE  PROXY.  Concurrently with the execution of this Agreement,
each Holder is delivering to the Company a proxy in the form attached  hereto as
Exhibit A, which shall be irrevocable to the full extent  permitted by law, with
respect to the Subject Shares.

<PAGE>


      3.  REPRESENTATIONS  AND  WARRANTIES OF THE HOLDERS.  Each Holder hereby
represents and warrants to the Company that:

      (a)   This  Agreement has been duly executed and delivered by such Holder,
            and is the legal, valid and binding obligation of such Holder;

      (b)   No  consent  of  any  court,  governmental  authority,  beneficiary,
            co-trustee or other person is necessary for the execution,  delivery
            and performance of this Agreement by such Holder;

      (c)   The  Subject  Shares are owned free and clear of any  pledge,  lien,
            security interest, charge, claim, equity or encumbrance of any kind,
            other than this Agreement;

      (d)   Such  Holder  has the  present  power and right to vote all of the
            Subject Shares; and
      (e)   Except as provided  herein,  such Holder has not:  (i) granted any
            power-of-attorney  or other authorization or interest with respect
            to any of the Subject  Shares;  (ii)  deposited any of the Subject
            Shares into a voting trust;  or (iii) except for the  Stockholders
            Agreement  dated as of May 12, 1998 among  AetherWorks,  Cabletron
            Systems,  Inc.,  Robert C. Lind,  William H. Costigan and Jonathan
            A. Sachs,  entered into any voting agreement or other  arrangement
            with respect to the voting of any of the Subject Shares.

      4.  REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  The Company hereby
represents and warrants to each Holder that:

      (a)   This  Agreement  has  been  duly  executed  and  delivered  by the
            Company,  and is the legal,  valid and binding  obligation  of the
            Company; and

      (b)   No  consent  of  any  court,  governmental  authority,  beneficiary,
            co-trustee or other person is necessary for the execution,  delivery
            and performance of this Agreement by the Company.

      5. COVENANTS OF THE HOLDERS.  Each Holder hereby agrees and covenants that
any shares of capital  stock of  AetherWorks  (including  shares of  AetherWorks
Common  Stock) that such Holder  purchases  or with respect to which such Holder
otherwise  acquires  beneficial  ownership  after the date of this Agreement and
prior to the  termination  of this  Agreement  pursuant  to  Section  8 shall be
considered  "Subject  Shares" and subject to each of the terms and conditions of
this Agreement.

      6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.  In the event of any changes
in the  shares  of  AetherWorks  Common  Stock by  reason  of  stock  dividends,
split-ups, recapitalizations, combinations, exchanges of shares or the like, the
number of Subject Shares shall be adjusted appropriately.

      7.  TERMINATION.  This  Agreement  shall  terminate on the earlier of: (a)
the Effective  Time;  (b) at any time upon written  notice by the Company to any
Holder terminating this Agreement; or (c) the date on which the Merger Agreement
is terminated.

      8. NOTICES.  All notices and other  communications  given or made pursuant
hereto  shall be in writing  and shall be deemed to have been duly given or made
as of the date  delivered,  mailed or  transmitted,  and shall be effective upon
receipt,  if delivered  personally  or mailed by  registered  or certified  mail
(postage  prepaid,  return  receipt  requested)  to the parties at the following
addresses  (or to such other  address for a party as shall be  specified by like

<PAGE>

change  of  address),  or  sent by  electronic  transmission  with  confirmation
received, to the telecopy number specified below, if any:

            (a)   if to any Holder:

                  [NAME OF HOLDER]
                  c/o AetherWorks Corporation
                  445 Minnesota Street, Suite 2400
                  St. Paul, Minnesota 55101-2139

            (b)   if to the Company:

                  Netrix Corporation
                  13595 Dulles Technology Drive
                  Herndon, Virginia 20171
                  Attention:  Chief Financial Officer
                  Facsimile No.: (703) 793-2060

      9.  HEADINGS.   The  headings   contained  in  this  Agreement  are  for
reference  purposes  only and  shall  not  affect  in any way the  meaning  or
interpretation of this Agreement.

      10.  SEVERABILITY.  If any term or other  provision  of this  Agreement is
invalid,  illegal or incapable  of being  enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

      11. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement and
supersedes all prior agreements and  undertakings,  both written and oral, among
the  parties,  or any of them,  with respect to the subject  matter  hereof and,
except as otherwise  expressly  provided herein, are not intended to confer upon
any other person any rights or remedies hereunder.

      12.  ASSIGNMENT.  This  Agreement  shall not be assigned by operation of
law or otherwise.

      13.  AMENDMENT.  This Agreement may not be modified,  amended or waived in
any manner  except by an  instrument  in writing  signed by each of the  parties
hereto.  Except  as is  provided  in  Section  7,  this  Agreement  may  only be
terminated in a writing signed by each of the parties hereto.  The waiver by any
party of  compliance  with any  provision  of this  Agreement by any other party
shall not operate or be  construed  as a waiver of any other  provision  of this
Agreement,  or of any  subsequent  breach by such party of a  provision  of this
Agreement.

      14.  GOVERNING LAW. This  Agreement  shall be governed by, and construed
in accordance with, the laws of the State of Delaware.


<PAGE>

      15. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their  specified terms or were otherwise  breached.
It is accordingly  agreed that the parties shall be entitled to an injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  hereof in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.

      16.  COUNTERPARTS.  This  Agreement  may be  executed  in  one  or  more
counterparts,  and by the different  parties hereto in separate  counterparts,
each of which  when  executed  shall be  deemed to be an  original  but all of
which taken together shall constitute one and the same agreement.


<PAGE>


      IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  by each of the
parties hereto  individually,  by its duly authorized officer or in its capacity
as a duly  authorized  trustee  or  custodian,  all as of the date  first  above
written.

                                 Netrix Corporation


                                  By:_____________________________
                                     Name:
                                     Title:




                                   /S/  William H. Costigan
                                   _______________________________
                                   WILLIAM H. COSTIGAN



                                   /S/ Robert C. Lind
                                   ________________________________
                                   ROBERT C. LIND



                                   /S/ Jonathan A. Sachs
                                   ________________________________
                                   JONATHAN A. SACHS



<PAGE>



                                   SCHEDULE I



HOLDER                                                      NUMBER OF SHARES
------                                                      ----------------

Costigan, William H.                                        108,635
Lind, Robert C.                                             105,981
Sachs, Jonathan A.                                          446,100
       Irrevocable proxy for
       Museum of Science
       and Technology Foundation                              3,900
       Henrikssen, Ingunn J.R.                              150,000
                                                            -------
                                      TOTAL:                814,616
                                                            =======


<PAGE>



                                                                       EXHIBIT A

                            FORM OF IRREVOCABLE PROXY

                                IRREVOCABLE PROXY

      The  undersigned  shareholder  of  AetherWorks  Corporation,  a  Minnesota
corporation ("AetherWorks"), hereby irrevocably (to the full extent permitted by
law) appoints and constitutes Steven T. Francesco,  Peter J. Kendrick, and Bryan
R.  Holley,  each an  officer  of Netrix  Corporation  (the  "Company"),  in his
capacities  as an  officer  of the  Company,  and any  individual(s)  who  shall
hereafter  succeed  to such  offices,  and the  Company,  and each of them,  the
attorneys and proxies of the  undersigned  with full power of  substitution  and
resubstitution,  to the full extent of the undersigned's  rights with respect to
the  shares  of  capital  stock  of  AetherWorks   beneficially   owned  by  the
undersigned,  which  shares  are  listed on the final  page of this  Proxy  (the
"Shares"),  and any and all other  shares or  securities  issued or  issuable in
respect  thereof  on or after the date  hereof,  until  such time as the  Voting
Agreement,  dated as of December  31, 1999 (the "Voting  Agreement"),  among the
Company and each of the shareholders of AetherWorks signatory thereto,  shall be
terminated in accordance with its terms.  Upon the execution  hereof,  all prior
proxies  given by the  undersigned  with  respect  to the Shares and any and all
other shares or securities issued or issuable in respect thereof on or after the
date hereof are hereby revoked and no subsequent proxies will be given.

      This proxy is  irrevocable  (to the full extent  permitted  by law) and is
granted in connection with the Voting  Agreement and is granted in consideration
of the  Company  entering  into the  Agreement  and Plan of Merger,  dated as of
December 31, 1999 (the "Merger Agreement"),  among the Company,  AetherWorks and
Nx1 Acquisition Corp., a Delaware corporation.

      The  attorneys and proxies named above will be empowered at any time prior
to termination  of the Voting  Agreement to exercise all voting and other rights
(including,  without  limitation,  the  power to  execute  and  deliver  written
consents  with  respect to the  Shares) of the  undersigned  at every  annual or
special meeting of the shareholders of AetherWorks and at every  continuation or
adjournment  thereof,  and on every action or approval by written consent of the
shareholders  of  AetherWorks  in lieu of any  such  meeting,  (i) in  favor  of
approval  of the Merger  Agreement  and the  Merger  and any  matter  that could
reasonably be expected to facilitate the Merger and (ii) against approval of any
proposal made in opposition to consummation of the Merger.

      The attorneys and proxies named above may only exercise this proxy to vote
the  Shares  subject  hereto  at any time  prior to  termination  of the  Voting
Agreement at every annual or special meeting of the  shareholders of AetherWorks
and at  every  continuation  or  adjournment  thereof,  and on every  action  or
approval by written  consent of the  shareholders  of AetherWorks in lieu of any
such  meeting,  (i) in favor of approval of the Merger  Agreement and the Merger
and any matter that could  reasonably be expected to  facilitate  the Merger and
(ii) against  approval of any proposal made in opposition to or competition with
consummation of the Merger.  The undersigned  shareholder may vote the Shares on
all other matters.

      Any  obligation  of the  undersigned  hereunder  shall be binding upon the
successors and assigns of the undersigned.

      This proxy is irrevocable.

      Dated: ___________________

      Signature of Shareholder:_____________________________________
      Print name of Shareholder:

      Shares beneficially owned: ___________ shares