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                                                                    EXHIBIT 4.13

THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS,
AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM
THE ACT OR SUCH LAWS.

                                    WARRANT

No.                                                                       , 2002

           TO PURCHASE SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01
                        PER SHARE, OF PROXIM CORPORATION

     1.  Definitions.  Unless the context otherwise requires, when used herein
the following terms shall have the meaning indicated.

     "Affiliate" means with respect to any Person, any other Person directly, or
indirectly through one or more intermediaries, controlling, controlled by or
under common control with such Person. For purposes of this definition, the term
"control" (and correlative terms "controlling," "controlled by" and other "under
common control with") means possession of the power, whether by contract, equity
ownership or otherwise, to direct the policies or management of a Person.

     "Board" means the Board of Directors of the Company.

     "Business Combination" means (a) any reorganization, consolidation, merger,
share exchange or similar business combination transaction involving the Company
with any Person or (b) the sale, assignment, conveyance, transfer, lease or
other disposition by the Company of all or substantially all of its assets.

     "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York
City, New York generally are authorized or required by law or other governmental
actions to close.

     "Capital Stock" means (a) with respect to any Person that is a corporation
or company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (b) with
respect to any Person that is not a corporation or company, any and all
partnership or other equity interests of such Person.

     "Certificate of Designation" means the Certificate of Designations,
Preferences and Rights relating to the Preferred Stock filed with the Secretary
of State of Delaware on           , 2002.

     "Common Stock" means the Company's Class A Common Stock, par value $.01 per
share.

     "Company" means Proxim Corporation, a Delaware corporation.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated thereunder.

     "Excluded Stock" means (a) shares of Common Stock issued by the Company as
a stock dividend payable in shares of Common Stock, or upon any subdivision or
split-up of the outstanding shares of Capital Stock, in each case which is
subject to Section 13(B), or upon conversion of shares of Capital Stock (but not
the issuance of such Capital Stock which will be subject to the provisions of
Section 13(A) (iii)), (b) the issuance of shares of Common Stock in any
Qualified Public Offering, (c) the issuance of shares of Common Stock (including
upon exercise of options, warrants or other securities) to directors, advisors,
employees or
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consultants of the Company pursuant to a stock option plan, employee stock
purchase plan, restricted stock plan or other agreement approved by the Board,
(d) the issuance of shares of Common Stock in connection with acquisitions of
assets or securities of another Person (other than issuances to Affiliates of
the Company), (e) the issuance of shares of Common Stock upon conversion of the
Preferred Stock and exercise of the Warrants and (f) the issuance of any
Warrants issued after the date hereof.

     "Exercise Price" has the meaning given to it in Section 2(A).

     "Expiration Time" has the meaning given to it in Section 3.

     "Initial Conversion Price" shall have the meaning set forth in Section 7 of
the Certificate of Designation.

     "Market Price" means, with respect to a particular security, on any given
day, the average of the highest and lowest reported sale prices regular way or,
in case no such reported sales takes place on such day, the average of the
highest asked and lowest bid prices regular way, in either case on the principal
national securities exchange on which the applicable securities are listed or
admitted to trading, or if not listed or admitted to trading on any national
securities exchange, (a) the average of the highest and lowest sale prices for
such day reported by the Nasdaq Stock Market if such security is traded
over-the-counter and quoted in the Nasdaq Stock Market, or (b) if such security
is so traded, but not so quoted, the average of the highest reported asked and
lowest reported bid prices of such security as reported by the Nasdaq Stock
Market or any comparable system, or (c) if such security is not listed on the
Nasdaq Stock Market or any comparable system, the average of the highest asked
and lowest bid prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Company for that
purpose. If such security is not listed and traded in a manner that the
quotations referred to above are available for the period required hereunder,
the Market Price per share of Common Stock shall be deemed to be the fair value
per share of such security as determined in good faith by the Board.

     "Ordinary Cash Dividends" means any cash dividend or cash distribution
which, when combined on a per share of Common Stock basis with the per share
amounts of all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such
dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in Section 13 and excluding (i) cash dividends or cash distributions
that resulted in an adjustment to the Exercise Price, (ii) cash dividends paid
on the Common Stock in which the Preferred Stock participates pursuant to
Section 3(a)(i) of the Certificate of Designation and (ii) cash dividends or
cash distributions paid on the Preferred Stock), does not exceed 15% of the
Market Price of a share of Common Stock on the trading day immediately preceding
the date of declaration of such dividend or distribution.

     "Original Issue Date" means the date on which the Warrants were first
issued.

     "Outstanding" means, at any time, the number of shares of Common Stock then
outstanding calculated on a fully diluted basis, assuming the exercise, exchange
or conversion into Common Stock of all securities exercisable, exchangeable or
convertible into shares of Common Stock (whether or not then exercisable,
exchangeable or convertible).

     "Qualified Public Offering" means a public or private offering of the
shares of Common Stock pursuant to an effective registration statement, pursuant
to which the gross proceeds to the Company are not less than $20,000,000.

     "Person" means an individual, corporation, partnership, other entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

     "Preferred Stock" means the Series A Convertible Preferred Stock of the
Company or successor preferred stock as contemplated by the Certificate of
Designation.

     "Purchase Agreement" means the Securities Purchase Agreement, dated as of
June 16, 2002, among the Company and the purchasers named therein, including all
schedules and exhibits thereto.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.
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     "Shares" is defined in Section 2(A).

     "Subsidiary" of a Person means (a) a corporation, a majority of whose stock
with voting power, under ordinary circumstances, to elect directors is at the
time of determination, directly or indirectly, owned by such Person or by one or
more Subsidiaries of such Person, or (b) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has at least a
majority ownership interest.

     "Warrantholder" has the meaning given to it in Section 2(A).

     "Warrants" means collectively the warrants represented hereby (and by any
instrument replacing, in whole or in part, this instrument) which were issued to
the purchasers named in the Purchase Agreement pursuant to the Purchase
Agreement.

     2.  Number of Shares; Exercise Price.

     (A) This certifies that, for value received,           or its registered
assigns (the "Warrantholder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, to acquire from the Company, in whole or in
part, up to an aggregate of           fully paid and nonassessable shares of
Class A Common Stock, par value $.01 per share, (the "Shares") of the Company,
at a per Share purchase price (the "Exercise Price") equal to $3.0559. The
number and type of Shares and the Exercise Price are subject to adjustment as
provided herein, and all references to "Shares", "Common Stock" and "Exercise
Price" herein shall be deemed to include any such adjustment or series of
adjustments.

     3.  Exercise Rights.

     (A) Exercise of Warrant; Term.  The right to purchase the Shares
represented by this Warrant is exercisable, in whole or in part, by the
Warrantholder, at any time or from time to time but in no event later than 11:59
p.m. New York City Time, on           , 2007 [Fifth anniversary of closing date]
(the "Expiration Date"), by (a) the surrender of this Warrant and Notice of
Exercise annexed hereto, duly completed and executed on behalf of the
Warrantholder, at the office of the Company in Sunnyvale, California (or such
other office or agency of the Company in the United States as it may designate
by notice in writing to the Warrantholder at the address of the Warrantholder
appearing on the books of the Company), and (b) payment of the Exercise Price
for the Shares thereby purchased at the election of the Warrantholder in one or
a combination of the following manners:

          (i) by tendering in cash, by certified or cashier's check or by wire
     transfer payable to the order of the Company; or

          (ii) by having the Company withhold shares of Common Stock issuable
     upon exercise of this Warrant equal in value to the aggregate Exercise
     Price as to which this Warrant is so exercised based on the Market Price of
     the Common Stock on the trading day prior to the date on which this Warrant
     and the Notice of Exercise are delivered to the Company.

     (B) Replacement of Warrant.  If the exercising (or selling, as the case may
be) Warrantholder does not exercise (or sell, as the case may be) this Warrant
in its entirety, the Warrantholder will be entitled to receive from the Company
within a reasonable time, not exceeding five (5) Business Days, a new warrant in
substantially identical form for the purchase of that number of Shares equal to
the difference between the number of Shares subject to this Warrant and the
number of Shares as to which this Warrant is so exercised (or sold, as the case
may be).

     (C) Notwithstanding anything to the contrary contained herein, if the
Holder shall have given the Company written notice or its intention to exercise
this Warrant on or before 11:59 p.m., New York City time on the Expiration Date,
the Holder may exercise this Warrant at any time through (and including) the
Business Day next following the date that all applicable required regulatory
holding periods have expired and all applicable required governmental approvals
have been obtained in connection with such exercise of this Warrant.

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     4. Issuance of Shares; Authorization; Listing.  Subject to the next
sentence, certificates for Shares issued upon exercise of this Warrant will be
issued in such name or names as the Warrantholder may designate and will be
delivered to such named Person or Persons within a reasonable time, not to
exceed five (5) Business Days after the date on which this Warrant has been duly
exercised in accordance with the terms of this Warrant. The Company hereby
represents and warrants that any Shares issued upon the exercise of this Warrant
in accordance with the provisions of Section 3 will, upon issuance and payment
therefor, be duly and validly authorized and issued, fully paid and
nonassessable, free from all preemptive rights and free from all taxes, liens,
security interests and charges (other than liens or charges created by or
imposed upon the Warrantholder or taxes in respect of any transfer occurring
contemporaneously therewith). The Company agrees that the Shares so issued will
be deemed to have been issued to the Warrantholder as of the close of business
on the date on which this Warrant and payment of the Exercise Price are
delivered (or deemed delivered upon a cashless exercise) to the Company in
accordance with the terms of this Warrant, notwithstanding that the stock
transfer books of the Company may then be closed or certificates representing
such Shares may not be actually delivered on such date. The Company will at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, the aggregate number of shares of Common Stock
issuable upon exercise of this Warrant. The Company will procure, at its sole
expense, the listing of the Shares, subject to issuance or notice of issuance on
the principal domestic stock exchange or inter-dealer quotation system on which
the Common Stock is then listed or traded. The Company will take all
commercially reasonable action as may be necessary to ensure that the Shares may
be issued without violation of any applicable law or regulation or of any
requirement of any securities exchange on which the Shares are listed or traded.

     5. No Fractional Shares or Scrip.  No fractional Shares or scrip
representing fractional Shares shall be issued upon any exercise of this
Warrant. In lieu of any fractional Share to which the Warrantholder would
otherwise be entitled, the Warrantholder shall be entitled to receive a cash
payment equal to the Market Price per share of Common Stock computed as of the
trading day immediately preceding the date the Warrant is presented for
exercise, multiplied by such fraction of a Share.

     6. No Rights as Shareholders.  This Warrant does not entitle the
Warrantholder to any voting rights or other rights as a shareholder of the
Company prior to the date of exercise hereof.

     7. Charges, Taxes and Expenses.  Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Warrantholder or such designated Persons for any issue or transfer tax
(other than taxes in respect of any transfer occurring contemporaneously
therewith or as a result of the holder being a non-U.S. person) or other
incidental expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance or delivery of shares of Common Stock in a
name other than that of the Warrantholder or such designated Persons, and no
such issuance or delivery shall be made unless and until the person requesting
such issuance or delivery has paid to the Company the amount of any such tax or
has established, to the satisfaction of the Company, that such tax has been
paid.

     8. Transfer/Assignment.  This Warrant and any rights hereunder are not
transferable by the Warrantholder, in whole or in part, in the absence of any
effective registration statement related to this Warrant or an opinion of
counsel, satisfactory in form and substance to the Company, that such
registration is not required under the Securities Act and any applicable state
securities laws. Subject to compliance with the preceding sentence, this Warrant
and all rights hereunder are transferable, in whole or in part, upon the books
of the Company by the registered holder hereof in person or by duly authorized
attorney, and a new warrant shall be made and delivered by the Company, of the
same tenor as this Warrant but registered in the name of the transferee, upon
surrender of this Warrant, duly endorsed, to the office or agency of the Company
described in Section 3. All expenses, taxes (other than stock transfer taxes or
taxes imposed because the transferee is a non-U.S. Person) and other charges
payable in connection with the preparation, execution and delivery of the new
warrants pursuant to this Section 8 shall be paid by the Company. The
restrictions imposed by the first sentence of this Section 8 shall terminate as
to the Warrant (i) when such security has been effectively
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registered under the Securities Act and disposed of in accordance with the
registration statement covering such security, except with respect to securities
held following such disposition by Affiliates of the Company, or (ii) when, in
the opinion of counsel for the Company, such restrictions are no longer required
in order to achieve compliance with the Securities Act.

     9. Exchange and Registry of Warrant.  This Warrant is exchangeable, upon
the surrender hereof by the Warrantholder at the office or agency of the Company
described in Section 3, for a new warrant or warrants of like tenor representing
the right to purchase in the aggregate a like number of Shares. The Company
shall maintain at the office or agency described in Section 3 a registry showing
the name and address of the Warrantholder as the registered holder of this
Warrant. This Warrant may be surrendered for exchange or exercise, in accordance
with its terms, at the office of the Company, and the Company shall be entitled
to rely in all respects, prior to written notice to the contrary, upon such
registry.

     10. Loss, Theft, Destruction or Mutilation of Warrant.  If this Warrant is
mutilated, lost, stolen or destroyed, the Company will issue and deliver in
substitution for and upon cancellation of the mutilated Warrant, or in
substitution for the Warrant lost, stolen or destroyed, a new warrant or
warrants of like tenor and representing an equivalent right or interest, but
only upon, in the case of a lost, stolen or destroyed certificate, receipt of
evidence satisfactory to the Company of such loss, theft or destruction. If
required by the Company, the Warrantholder shall furnish an indemnity bond
sufficient to protect the Company from any out-of-pocket loss which it may
suffer if a Warrant is replaced. The Company may charge the Warrantholder for
its reasonable expenses in replacing a Warrant.

     11. Saturdays, Sundays, Holidays, etc.  If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right
may be exercised on the next succeeding day that is a Business Day.

     12. Rule 144 Information.  The Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations promulgated thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Warrantholder,
make publicly available such information as is described in Rule 144(c)(2) under
the Securities Act). Upon the request of any Warrantholder, the Company will
deliver to such Warrantholder a written statement that it has complied with such
requirements.

     13. Adjustments and Other Rights.  The Exercise Price and the number of
Shares issuable upon exercise of this Warrant shall be subject to adjustment
from time to time as follows:

          (A) Common Stock Issued at Less than Exercise Price.  If the Company
     issues or sells any Common Stock (including any securities exercisable,
     exchangeable or convertible into Common Stock) other than Excluded Stock
     without consideration or for consideration per share (as determined below)
     less than the Exercise Price in effect as of the day of such issuance or
     sale, the Exercise Price in effect immediately prior to each such issuance
     or sale will immediately be reduced to the price determined by multiplying
     the Exercise Price in effect immediately prior to such issuance or sale, by
     a fraction, (1) the numerator of which shall be the sum of (w) the number
     of shares of Common Stock Outstanding immediately prior to such issuance or
     sale plus (x) the number of additional shares of Common Stock which the
     aggregate consideration received by the Company for the total number of
     such shares of Common Stock (or shares of Common Stock issuable upon
     exercise, exchange or conversion) so issued or sold would purchase at the
     Exercise Price in effect on the last trading day immediately preceding such
     issuance or sale, and (2) the denominator of which shall be the sum of (y)
     the number of shares of Common Stock Outstanding immediately prior to such
     issuance or sale plus (z) the number of additional shares of Common Stock
     (or shares of Common Stock issuable upon exercise, exchange or conversion)
     so issued or sold. In such event, the number of shares of Common Stock
     issuable upon the exercise of this Warrant shall be increased to the number
     obtained by dividing (i) the product of (a) the number of Shares issuable
     upon the exercise of this Warrant before such adjustment, and (b) the
     Exercise Price in effect immediately prior to the issuance giving rise to
     this adjustment by (ii) the new Exercise Price determined in accordance
     with the immediately preceding sentence. For the purposes of any adjustment

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     of the Exercise Price and the number of Shares issuable upon exercise of
     this Warrant pursuant to this Section 13(A), the following provisions shall
     be applicable:

             (i) In the case of the issuance of Common Stock for cash, the
        amount of the consideration received by the Company shall be deemed to
        be the amount of the cash proceeds received by the Company for such
        Common Stock before deducting therefrom any discounts or commissions
        allowed, paid or incurred by the Company for any underwriting or
        otherwise in connection with the issuance and sale thereof.

             (ii) In the case of the issuance of Common Stock (otherwise than
        upon the conversion of shares of Capital Stock or other securities of
        the Company) for a consideration in whole or in part other than cash,
        including securities acquired in exchange therefor (other than
        securities by their terms so exchangeable), the consideration other than
        cash shall be deemed to be the fair value thereof as determined by the
        Board, provided, however, that such fair value as determined by the
        Board shall not exceed the aggregate Market Price of the shares of
        Common Stock being issued as of the date the Board authorizes the
        issuance of such shares.

             (iii) In the case of the issuance of (a) options, warrants or other
        rights to purchase or acquire Common Stock (whether or not at the time
        exercisable) or (b) securities by their terms convertible into or
        exchangeable for Common Stock (whether or not at the time so convertible
        or exchangeable) or options, warrants or rights to purchase such
        convertible or exchangeable securities (whether or not at the time
        exercisable):

                (a) the aggregate maximum number of shares of Common Stock
           deliverable upon exercise of such options, warrants or other rights
           to purchase or acquire Common Stock shall be deemed to have been
           issued at the time such options, warrants or rights are issued and
           for a consideration equal to the consideration (determined in the
           manner provided in Section 13(A)(i) and (ii)), if any, received by
           the Company upon the issuance of such options, warrants or rights
           plus the minimum purchase price provided in such options, warrants or
           rights for the Common Stock covered thereby;

                (b) the aggregate maximum number of shares of Common Stock
           deliverable upon conversion of or in exchange for any such
           convertible or exchangeable securities, or upon the exercise of
           options, warrants or other rights to purchase or acquire such
           convertible or exchangeable securities and the subsequent conversion
           or exchange thereof, shall be deemed to have been issued at the time
           such securities were issued or such options, warrants or rights were
           issued and for a consideration equal to the consideration, if any,
           received by the Company for any such securities and related options,
           warrants or rights (excluding any cash received on account of accrued
           interest or accrued dividends), plus the additional consideration
           (determined in the manner provided in Section 13(A)(i) and (ii)), if
           any, to be received by the Company upon the conversion or exchange of
           such securities, or upon the exercise of any related options,
           warrants or rights to purchase or acquire such convertible or
           exchangeable securities and the subsequent conversion or exchange
           thereof;

                (c) on any change in the number of shares of Common Stock
           deliverable upon exercise of any such options, warrants or rights or
           conversion or exchange of such convertible or exchangeable securities
           or any change in the consideration to be received by the Company upon
           such exercise, conversion or exchange, but excluding changes
           resulting from the anti-dilution provisions thereof (to the extent
           comparable to the anti-dilution provisions contained herein), the
           Exercise Price and the number of Shares issuable upon exercise of
           this Warrant as then in effect shall forthwith be readjusted to such
           Exercise Price and number of Shares as would have been obtained had
           an adjustment been made upon the issuance of such options, warrants
           or rights not exercised prior to such change, or of such convertible
           or exchangeable securities not converted or exchanged prior to such
           change, upon the basis of such change;

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                (d) on the expiration or cancellation of any such options,
           warrants or rights (without exercise), or the termination of the
           right to convert or exchange such convertible or exchangeable
           securities (without exercise), if the Exercise Price and the number
           of Shares issuable upon exercise of this Warrant shall have been
           adjusted upon the issuance thereof, the Exercise Price and the number
           of Shares issuable upon exercise of this Warrant shall forthwith be
           readjusted to such Exercise Price and number of Shares as would have
           been obtained had an adjustment been made upon the issuance of such
           options, warrants, rights or such convertible or exchangeable
           securities on the basis of the issuance of only the number of shares
           of Common Stock actually issued upon the exercise of such options,
           warrants or rights, or upon the conversion or exchange of such
           convertible or exchangeable securities; and

                (e) if the Exercise Price and the number of Shares issuable upon
           exercise of this Warrant shall have been adjusted upon the issuance
           of any such options, warrants, rights or convertible or exchangeable
           securities, no further adjustment of the Exercise Price and the
           number of Shares issuable upon exercise of this Warrant shall be made
           for the actual issuance of Common Stock upon the exercise, conversion
           or exchange thereof.

          (B) Stock Splits, Subdivisions, Reclassifications or Combinations.  If
     the Company shall (1) declare a dividend or make a distribution on its
     Common Stock in shares of Common Stock, (2) subdivide or reclassify the
     outstanding shares of Common Stock into a greater number of shares, or (3)
     combine or reclassify the outstanding Common Stock into a smaller number of
     shares, the number of Shares issuable upon exercise of this Warrant at the
     time of the record date for such dividend or distribution or the effective
     date of such subdivision, combination or reclassification shall be
     proportionately adjusted so that the Warrantholder after such date shall be
     entitled to purchase the number of shares of Common Stock which such holder
     would have owned or been entitled to receive after such date had this
     Warrant been exercised immediately prior to such date. In such event, the
     Exercise Price in effect at the time of the record date for such dividend
     or distribution or the effective date of such subdivision, combination or
     reclassification shall be adjusted to the number obtained by dividing (i)
     the product of (a) the number of Shares issuable upon the exercise of this
     Warrant before such adjustment and (b) the Exercise Price in effect
     immediately prior to the issuance giving rise to this adjustment by (ii)
     the new number of Shares issuable upon exercise of the Warrant determined
     pursuant to the immediately preceding sentence.

          (C) Other Distributions.  In case the Company shall fix a record date
     for the making of a distribution to all holders of shares of its Common
     Stock (i) of shares of any class or of any Person other than shares of the
     Common Stock or (ii) of evidence of indebtedness of the Company or any
     Subsidiary or (iii) of assets (excluding Ordinary Cash Dividends, and
     dividends or distributions referred to in Section 13(B)), or (iv) of rights
     or warrants, in each such case the number of Shares issuable upon exercise
     of this Warrant shall be multiplied by a fraction, the numerator of which
     is the Market Price per share of Common Stock on such record date and the
     denominator of which is the Market Price per share of Common Stock on such
     record date less the fair market value (as reasonably determined by the
     Board, whose good faith determination shall be conclusive) of said shares
     or evidences of indebtedness or assets or rights or warrants to be so
     distributed per share of Common Stock; such adjustment shall take effect on
     the record date for such distribution. In such event, the Exercise Price
     shall be multiplied by a fraction, the numerator of which is the number of
     Shares issuable upon the exercise of this Warrant before such adjustment,
     and the denominator of which is the new number of Shares issuable upon
     exercise of this Warrant determined in accordance with the immediately
     preceding sentence. Notwithstanding the foregoing, in the event that the
     fair market value (as determined above) of the shares or evidences of
     indebtedness or assets or rights or warrants to be so distributed with
     respect to one share of Common Stock is equal to or greater than the Market
     Price per share of Common Stock on such record date, then proper provision
     shall be made such that upon exercise of the Warrant, the holder shall
     receive the amount and kind of such shares, assets, evidences of
     indebtedness, rights or warrants such holders would have received had such
     holders exercised this Warrant immediately prior to such record date. In
     the event that such distribution is not so made, the Exercise Price and the
     number of Shares issuable upon exercise of this Warrant then in effect
     shall be readjusted, effective as of the date when the Board

                                        7
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     determines not to distribute such shares, evidences of indebtedness,
     assets, rights or warrants, as the case may be, to the Exercise Price that
     would then be in effect and the number of Shares that would then be
     issuable upon exercise of this Warrant if such record date had not been
     fixed.

          (D) Business Combinations.  In case of any Business Combination or
     reclassification of Common Stock (other than a reclassification of Common
     Stock referred to in Section 13(B)), this Warrant after the date of such
     Business Combination or reclassification will be exercisable solely for the
     number of shares of stock or other securities or property (including cash)
     to which the Common Stock issuable (at the time of such Business
     Combination or reclassification) upon exercise of this Warrant immediately
     prior to such Business Combination or reclassification would have been
     entitled upon such Business Combination or reclassification; and in any
     such case, if necessary, the provisions set forth herein with respect to
     the rights and interests thereafter of the Warrantholder shall be
     appropriately adjusted so as to be applicable, as nearly as may reasonably
     be, to any shares of stock or other securities or property thereafter
     deliverable on the exercise of this Warrant. In determining the kind and
     amount of stock, securities or the property receivable upon consummation of
     such Business Combination or reclassification, if the holders of Common
     Stock have the right to elect the kind or amount of consideration
     receivable upon consummation of such Business Combination, then the
     Warrantholder shall have the right to make a similar election upon exercise
     of this Warrant with respect to the number of shares of stock or other
     securities or property which the Warrantholder will receive upon exercise
     of this Warrant.

          (E) Successive Adjustments.  Successive adjustments in the Exercise
     Price and the number of shares of Common Stock issuable upon exercise of
     this Warrant shall be made, without duplication, whenever any event
     specified in Sections 13(A), (B), (C) and (D) shall occur.

          (F) Rounding of Calculations; Minimum Adjustments.  All calculations
     under this Section 13 shall be made to the nearest one-tenth ( 1/10) of a
     cent or to the nearest one-hundredth ( 1/100) of a share, as the case may
     be. No adjustment in the Exercise Price or the number of Shares into which
     this Warrant is exercisable is required if the amount of such adjustment
     would be less than $0.01 or one-tenth ( 1/10) of a share of Common Stock,
     as the case may be; provided, however, that any adjustments which by reason
     of this Section 13(F) are not required to be made will be carried forward
     and given effect in any subsequent adjustment.

          (G) Intentionally omitted.

          (H) Adjustment for Unspecified Actions.  If the Company takes any
     action affecting the Common Stock, other than action described in this
     Section 13, which in the opinion of the Board would materially adversely
     affect the exercise rights of the Warrantholders, the Exercise Price for
     the Warrants and/or the number of Shares received upon exercise of the
     Warrant may be adjusted, to the extent permitted by law, in such manner, if
     any, and at such time, as such Board may determine in good faith to be
     equitable in the circumstances; provided, however, that in no event shall
     any adjustment have the effect of increasing the Exercise Price as
     otherwise determined pursuant to any of the provisions of this Section 13
     except in the case of a combination of shares of a type contemplated in
     Section 13(B) and then in no event to an amount larger than the Exercise
     Price as adjusted pursuant to Section 13(B). Failure of the Board to
     provide for any such adjustment prior to the effective date of any such
     action by the Company affecting the Common Stock will be evidence that the
     Board has determined that it is equitable to make no adjustments in the
     circumstances.

          (I) Voluntary Adjustment by the Company.  The Company may at its
     option, at any time during the term of the Warrants, reduce the then
     current Exercise Price or increase the number of Shares for which the
     Warrant may be exercised to any amount deemed appropriate by the Board;
     provided, however, that if the Company elects to make such adjustment, such
     adjustment will remain in effect for at least a 15-day period, after which
     time the Company may, at its option, reinstate the Exercise Price or number
     of Shares in effect prior to such reduction, subject to any interim
     adjustments pursuant to this Section 13.

          (J) Statement Regarding Adjustments.  Whenever the Exercise Price or
     the number of Shares into which this Warrant is exercisable shall be
     adjusted as provided in this Section 13, the Company shall

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     forthwith file, at the principal office of the Company a statement showing
     in reasonable detail the facts requiring such adjustment and the Exercise
     Price that shall be in effect and the number of Shares into which this
     Warrant shall be exercisable after such adjustment and the Company shall
     also cause a copy of such statement to be sent by mail, first class postage
     prepaid, to each Warrantholder at the address appearing in the Company's
     records.

          (K) Notices.  In the event that the Company shall give notice or make
     a public announcement to the holders of Common Stock of any action of the
     type described in this Section 13 (but only if the action of the type
     described in this Section 13 would result in an adjustment in the Exercise
     Price or the number of Shares into which this Warrant is exercisable or a
     change in the type of securities or property to be delivered upon exercise
     of this Warrant), the Company shall, at the time of such notice or
     announcement, and in the case of any action which would require the fixing
     of a record date, at least 10 days prior to such record date, give notice
     to the Warrantholder, in the manner set forth in Section 13(J), which
     notice shall specify the record date, if any, with respect to any such
     action and the approximate date on which such action is to take place. Such
     notice shall also set forth the facts with respect thereto as shall be
     reasonably necessary to indicate the effect on the Exercise Price and the
     number, kind or class of shares or other securities or property which shall
     be deliverable upon exercise of this Warrant. Failure to give such notice,
     or any defect therein, shall not affect the legality or validity of any
     such action.

          (L) Miscellaneous.  Except as provided in Section 13, no adjustment in
     respect of any dividends or other payments or distributions made to
     Warrantholders of securities issuable upon exercise of Warrants will be
     made during the term of a Warrant or upon the exercise of a Warrant. In
     addition, notwithstanding any of the foregoing, no such adjustment will be
     made for the issuance or conversion of the Preferred Stock.

          (M) No Impairment.  The Company will not, by amendment of its Articles
     or through any reorganization, transfer of assets, consolidation, merger,
     dissolution, issue or sale of securities or any other voluntary action,
     avoid or seek to avoid the observance or performance of any of the terms to
     be observed or performed hereunder by the Company, but will at all times in
     good faith assist in the carrying out of all the provisions of this Warrant
     and in taking of all such action as may be necessary or appropriate in
     order to protect the rights of the Warrantholder.

     14.  GOVERNING LAW.  THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR
ASSIGNS OF THE COMPANY. THIS WARRANT SHALL CONSTITUTE A CONTRACT UNDER THE LAWS
OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

     15.  Amendments.  This Warrant may be amended and the observance of any
term of this Warrant may be waived only with the written consent of the Company
and the Warrantholder.

     16.  Notice.  All notices hereunder shall be in writing and shall be
effective (a) on the day on which delivered if delivered personally or
transmitted by telex or telegram or telecopier with evidence of receipt, (b) one
Business Day after the date on which the same is delivered to a nationally
recognized overnight courier service with evidence of receipt, or (c) five
Business Days after the date on which the same is deposited, postage prepaid, in
the U.S. mail, sent by certified or registered mail, return receipt requested,
and addressed to the party to be notified at the address indicated below for the
Company, or at the address for the Warrantholder set forth in the registry
maintained by the Company pursuant to Section 9, or at such other address and/or
telecopy or telex number and/or to the attention of such other person as the
Company or the Warrantholder may designate by ten-day advance written notice.

     17.  Entire Agreement.  This Warrant and the forms attached hereto contain
the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous arrangements or undertakings
with respect thereto.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a
duly authorized officer.

                                          PROXIM CORPORATION

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

Dated:           , 2002

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