Exhibit 14

PROXIM CORPORATION  CODE OF BUSINESS CONDUCT AND ETHICS  May 6, 2004

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TABLE OF CONTENTS

|                                                             |                                                           | Page
|------------------------------------------------------------ | --------------------------------------------------------- | ----
|INTRODUCTION                                                 |                                                           | 1   
|YOUR RESPONSIBILITIES                                        |                                                           | 2   
|GENERAL STANDARDS OF CONDUCT                                 |                                                           | 3   
|                                                             | Overview                                                  |     
|                                                             | Compliance with law                                       |     
|                                                             | No discrimination or harassment                           |     
|                                                             | Health and safety                                         |     
|AVOIDING CONFLICTS OF INTERESTS                              |                                                           | 4   
|                                                             | Overview                                                  |     
|                                                             | Outside employment and directorships                      |     
|                                                             | Financial interests in other companies                    |     
|                                                             | Transactions with related parties                         |     
|                                                             | Corporate opportunities                                   |     
|                                                             | Loans by the company                                      |     
|                                                             | Improper benefits                                         |     
|                                                             | Election or appointment to public office                  |     
|                                                             | Guidance and approvals                                    |     
|PUBLIC COMMUNICATIONS                                        |                                                           | 6   
|                                                             | Public communications and filings                         |     
|                                                             | Communication procedures                                  |     
|FINANCIAL REPORTING                                          |                                                           | 7   
|                                                             | Overview                                                  |     
|                                                             | Compliance with rules, controls and procedures            |     
|                                                             | Accuracy of records and reports                           |     
|                                                             | Intentional misconduct                                    |     
|                                                             | Dealing with auditors                                     |     
|                                                             | Obligation to investigate and report potential violations |     
|                                                             | Keeping the Audit Committee informed                      |     
|SAFEGUARDING COMPANY ASSETS                                  |                                                           | 9   
|                                                             | Overview                                                  |     
|                                                             | Protecting the company's information                      |     
|                                                             | Prohibition on insider trading                            |     
|                                                             | Maintaining and managing records                          |     
|RESPONSIBILITIES TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS |                                                           | 11  
|                                                             | Overview                                                  |     
|                                                             | Improper payments                                         |     
|                                                             | Gifts and entertainment                                   |     
|                                                             | Side Letter                                               |     
|                                                             |                                                           |     

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|                         | Selecting suppliers                                 |    | 11
|------------------------ | --------------------------------------------------- | -- | --
|                         | Handling the nonpublic information of others        |    | 11
|                         | Improperly obtaining or using assets or information |    | 12
|                         | Free and fair competition                           |    | 12
|WORKING WITH GOVERNMENTS |                                                     | 13
|                         | Overview                                            |    | 13
|                         | Government contracts                                |    | 13
|                         | Requests by regulatory authorities                  |    | 13
|                         | Improper payments to government officials           |    | 13
|                         | Political contributions                             |    | 13
|                         | Lobbying                                            |    | 14
|                         | Trade restrictions                                  |    | 14
|PROCEDURAL MATTERS       |                                                     | 15
|                         | Distribution                                        |    | 15
|                         | Acknowledgment                                      |    | 15
|                         | Approvals and waivers                               |    | 15
|                         | Reporting violations                                |    | 15
|                         | Investigations                                      |    | 15
|                         | Disciplinary action                                 |    | 16
|ADDITIONAL INFORMATION   |                                                     | 17

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INTRODUCTION

This Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:



This
Code applies to all directors, officers and employees of the company and its subsidiaries, who, unless otherwise specified, will be referred to jointly as employees. Agents and
contractors of the company are also expected to read, understand and abide by this Code.

This
Code should help guide your conduct in the course of our business. However, many of the principles described in this Code are general in nature, and the Code does not cover every
situation
that may arise. Use common sense and good judgment in applying this Code.If you have any questions about applying the Code, it is your responsibility to seek
guidance.

This
Code is not the exclusive source of guidance and information regarding the conduct of our business. You should consult applicable policies and procedures in specific areas as they
apply. The Code is intended to supplement, not replace, the employee handbook and the other policies and procedures of the company.

We
are committed to continuously reviewing and updating our policies and procedures. The company therefore reserves the right to amend, alter or terminate this Code at any time and for
any reason, subject to applicable law.

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YOUR RESPONSIBILITIES



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GENERAL STANDARDS OF CONDUCT

Overview

Honest and ethical conduct is critical to our business. All employees, agents and contractors have a duty to comply with applicable law and to act in an honest
and ethical manner.

Compliance with law

You are responsible for complying with all laws, rules, regulations and regulatory orders applicable to the conduct of our business. If you are located or
engaging in business outside of the United States, you must comply with laws, rules, regulations and regulatory orders of the United States, including the Foreign Corrupt Practices Act and U.S. export
rules and regulations, in addition to the applicable laws of other jurisdictions. If compliance with the Code should ever conflict with law, you must comply with the law.

You
should undertake to acquire knowledge of the legal requirements relating to your duties sufficient to enable you to recognize potential dangers and to know when to seek advice from
managers or other appropriate personnel.

Violations
of laws, rules, regulations and orders may subject you to individual criminal or civil liability, in addition to discipline by the company. Violations may also subject the
company to civil or criminal liability or the loss of business.

No discrimination or harassment

The company is committed to providing a work environment that is free of discrimination and harassment. The company is an equal opportunity employer and makes
employment decisions on the basis of merit and business needs. In addition, the company strictly prohibits harassment of any kind, including harassment on the basis of race, color, veteran status,
religion, gender, sex, sexual orientation, age, mental or physical disability, medical condition, national origin, marital status or any other characteristics protected under federal or state law or
local ordinance.

Health and safety

You are responsible for using good judgment to help ensure a safe and healthy workplace for all employees.

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AVOIDING CONFLICTS OF INTERESTS

Overview

Your decisions and actions in the course of your employment with the company should be based on the best interest of the company, and not based on personal
relationships or benefits. You should seek to avoid situations where your personal activities and relationships conflict, or appear to conflict, with the interests of the company, except under
guidelines approved by the Board of Directors. This includes situations where you may have or appear to have an indirect conflict through, for example, a significant other or a relative or other
persons or entities with which you have a relationship. A conflict may also arise when you take actions or have interests that make it difficult for you to perform your work for the company
objectively and effectively. You must disclose to your manager any interest that you have that may, or may appear to, conflict with the interests of the company.

There
are a variety of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations, some common types of conflicts are
discussed below.

Outside employment and directorships

Unless you are a non-employee director of the company, you may not perform services as a director, employee, agent or contractor for a customer, a
supplier or any other entity that has a business relationship with the company without approval from the company. Non-employee directors of the company must promptly inform the company of
any such service. You may not perform services as a director, employee, agent or contractor for any competitor of the company.

The
following types of outside employment are strictly prohibited:



Financial interests in other companies

You should not have a financial interestincluding an indirect interest through, for example, a relative or significant otherin any
organization if that interest would give you or would appear to give you a conflict of interest with the company. You should be particularly sensitive to financial interests in competitors, suppliers,
customers, distributors and strategic partners.

Transactions with related parties

If you have a significant financial interest in a transaction between the company and a third partyincluding an indirect interest through, for
example, a relative or significant otheryou must disclose that interest, and that interest must be approved by the company. We encourage you to seek guidance if you have any questions as
to whether an interest in a transaction is significant. If it is

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determined
that the transaction is required to be reported under SEC rules, the transaction will be subject to review and approval by the Audit Committee of the Board of Directors. Any dealings with a
related party must be conducted in such a way that no preferential treatment is given to this business.

Corporate opportunities

You may not directly or indirectly exploit for personal gain any opportunities that are discovered through the use of corporate property, information or position
unless the opportunity is disclosed fully in writing to the Board of Directors or its designated committee and the Board of Directors or its designated committee declines to pursue the opportunity.

Loans by the company

The company is prohibited from making loans to its directors and executive officers. The company may make loans to other officers and employees but the Board of
Directors or its designated committee must approve any such loan in advance.

Improper benefits

You may not receive any improper benefit as a result of your position with the company.

Election or appointment to public office

You may serve in an elected or appointed public office provided that the position does not create or appear to create a conflict of interest.

Guidance and approvals

Evaluating whether a conflict of interest exists, or may appear to exist, requires the consideration of many factors. We encourage you to seek guidance and
approval in any case where you have any questions or doubts. The company may at any time rescind prior approvals to avoid a conflict of interest, or the appearance of a conflict of interest, for any
reason deemed to be in the best interest of the company.

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PUBLIC COMMUNICATIONS

Public communications and filings

The company files reports and other documents with regulatory authorities, including the U.S. Securities and Exchange Commission and the Nasdaq National Market.
In addition, from time to time the company makes other public communications, such as issuing press releases.

Depending
upon your position with the company, you may be called upon to provide information to help assure that the company's public reports and communications are complete, fair,
accurate and understandable. You are expected to use all reasonable efforts to provide complete, accurate, objective, relevant, timely and understandable answers to inquiries related to the company's
public disclosures.

Individuals
involved in the preparation of public reports and communications must use all reasonable efforts to comply with our disclosure controls and procedures, which are designed to
ensure full, fair, accurate, timely and understandable disclosure in our public reports and communications.

In
order to ensure that material information is presented to the public on a timely basis, the company has created a disclosure committee, which is responsible for considering the
materiality of information and determining the company's disclosure obligations.

If
you believe that any disclosure is materially misleading or if you become aware of any material information that you believe should be disclosed to the public, it is your
responsibility to bring this information to the attention of the Legal Department or the disclosure committee. If you believe that questionable accounting or auditing conduct or practices have
occurred or are occurring, you should notify the Audit Committee of the Board of Directors as outlined previously in this policy.

Communication procedures

You may not communicate externally on behalf of the company unless you are authorized to do so. The company has established specific policies regarding who may
communicate information to the public,
the press, market professionals (such as securities analysts, institutional investors, investment advisors, brokers and dealers) and security holders on behalf of the company:



You
should refer all calls or other inquiries from the press, market professionals or security holders to the Investor Relations Department, which will see that the inquiry is directed
to the appropriate persons within the company.

Other
than standard technical or product presentations of non confidential information, all communications made to public audiences on behalf of the company, including formal
communications and presentations made to investors, customers or the press, require prior approval of the General Counsel and the Chief Financial Officer.

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FINANCIAL REPORTING

Overview

As a public company, we are required to follow strict accounting principles and standards, to report financial information accurately and completely in accordance
with these principles and standards, and to have appropriate internal controls and procedures to ensure that our accounting and financial
reporting complies with law. The integrity of our financial transactions and records is critical to the operation of our business and is a key factor in maintaining the confidence and trust of our
employees, security holders and other stakeholders.

Compliance with rules, controls and procedures

It is important that all transactions are properly recorded, classified and summarized in our financial statements, books and records in accordance with our
policies, controls and procedures, as well as all generally accepted accounting principles, standards, laws, rules and regulations for accounting and financial reporting. If you have responsibility
for or any involvement in financial reporting or accounting, you should have an appropriate understanding of, and you should seek in good faith to adhere to, relevant accounting and financial
reporting principles, standards, laws, rules and regulations and the company's financial and accounting policies, controls and procedures. If you are a senior officer, you should seek to ensure that
the internal controls and procedures in your business area are in place, understood and followed.

Accuracy of records and reports

It is important that those who rely on records and reportsmanagers and other decision makers, creditors, customers and auditorshave
complete, accurate and timely information. False, misleading or incomplete information undermines the company's ability to make good decisions about resources, employees and programs and may, in some
cases, result in violations of law. Anyone involved in preparing financial or accounting records or reports, including financial statements and schedules, must be diligent in assuring that those
records and reports are complete, accurate and timely. Anyone representing or certifying as to the accuracy of such records and reports should make an inquiry or review adequate to establish a good
faith belief in their accuracy.

Even
if you are not directly involved in financial reporting or accounting, you are likely involved with financial records or reports of some kinda voucher, time sheet,
invoice or expense report. In addition, most employees have involvement with product, marketing or administrative activities, or performance evaluations, which can affect our reported financial
condition or results. Therefore, the company expects you, regardless of whether you are otherwise required to be familiar with finance or accounting matters, to use all reasonable efforts to ensure
that every business record or report with which you deal is accurate, complete and reliable.

Intentional misconduct

You may not intentionally misrepresent the company's financial performance or otherwise intentionally compromise the integrity of the company's reports, records,
policies and procedures. For example, you may not:



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Dealing with auditors

Our auditors have a duty to review our records in a fair and accurate manner. You are expected to cooperate with independent and internal auditors in good faith
and in accordance with law. In addition,
you must not fraudulently induce or influence, coerce, manipulate or mislead our independent or internal auditors regarding financial records, processes, controls or procedures or other matters
relevant to their engagement. You may not engage, directly or indirectly, any outside auditors to perform any audit, audit-related, tax or other services, including consulting, without written
approval from the Chief Financial Officer and the Audit Committee of the Board of Directors.

Obligation to investigate and report potential violations

You should make appropriate inquiries in the event you may see, for example:



Dishonest
or inaccurate reporting can lead to civil or even criminal liability for you and the company and can lead to a loss of public faith in the company. You are required to promptly
report any case of suspected financial or operational misrepresentation or impropriety.

Keeping the Audit Committee informed

The Audit Committee plays an important role in ensuring the integrity of our public reports. If you believe that questionable accounting or auditing conduct or
practices have occurred or are occurring, you should notify the Audit Committee of the Board of Directors as outlined previously in this policy. In particular, the Chief Executive Officer and senior
financial officers such as the Chief Financial Officer and the Vice President, Controller should promptly bring to the attention of the Audit Committee any information of which he or she may become
aware concerning, for example:



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SAFEGUARDING COMPANY ASSETS

Overview

All employees, agents and contractors are responsible for the proper use of company assets. This responsibility applies to all of the company's assets, including
your time, work and work product; cash and accounts; physical assets such as inventory, equipment, vehicles, computers, systems, facilities and supplies; intellectual property, such as patents,
copyrights, trademarks and trade secrets; and other proprietary or nonpublic information.



Protecting the company's information

In the course of your involvement with the company, you may come into possession of information that has not been disclosed or made available to the general
public. This nonpublic information may include, among other things:



If
you have any questions as to what constitutes nonpublic information, please consult the Legal Department.

All
nonpublic information must only be used for company business purposes. You have an obligation to use all reasonable efforts to safeguard the company's nonpublic information. You may
not disclose nonpublic information to anyone outside of the company, except when disclosure is required by law or when disclosure is required for business purposes and appropriate steps have been
taken to prevent misuse of that information. This responsibility includes not disclosing nonpublic information in Internet discussion groups, chat rooms, bulletin boards or other electronic media. In
cases where disclosing nonpublic information is required or necessary, you should coordinate with the Legal Department. The misuse of nonpublic information is contrary to company policy and may also
be a violation of law.

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Each
employee is required to sign an Employment, Confidential Information and Invention Assignment that addresses the use and disclosure of confidential information of the company.

Prohibition on insider trading

You may not directly or indirectlythrough, for example, significant others, family members or controlled entitiesbuy or sell stocks or
other securities of the company or any other company based on nonpublic information obtained from your work at the company. In addition, you may not "tip" others by providing them nonpublic
information under circumstances that suggest that you were trying to help them make an investment decision. These obligations are in addition to your obligations with respect to nonpublic information
generally, as discussed above.

Under
U.S. securities laws, it is unlawful for any person who has "material" nonpublic information about a company to trade in the stock or other securities of that company or to
disclose such information to others who may trade. Material nonpublic information is information about a company that is not known to the general public and that a typical investor would consider
important in making a decision to buy, sell or hold securities. Violations of U.S. securities laws may result in civil and criminal penalties, including disgorgement of profits, civil judgments, fines
and jail sentences.

You
should be aware that stock market surveillance techniques are becoming increasingly sophisticated, and the probability that U.S. federal or other regulatory authorities will detect
and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small.

If
you have any questions at all regarding trading in the company's securities, contact the Legal Department for guidance.

Maintaining and managing records

The company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific
guidelines in managing its records. Records include paper documents, email, compact discs, computer hard drives, floppy disks, microfiche, microfilm and all other recorded information, regardless of
medium or characteristics. Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and the company.

You
should consult with the Legal Department regarding the retention of records in the case of actual or threatened litigation or government investigation. The Legal Department will
notify you if a legal hold is placed on records for which you are responsible. A legal hold suspends all document destruction procedures in order to preserve appropriate records under special
circumstances, such as litigation or government investigations. The Legal Department determines and identifies what types of records or documents are required to be placed under a legal hold. If a
legal hold is placed on records for which you are responsible, you must preserve and protect the necessary records in accordance with instructions from the Legal Department. Records or supporting documents that are subject to
a legal hold must not be destroyed, altered or modified under any circumstance.A legal hold remains
effective until it is officially released in writing by the Legal Department. If you are unsure whether a document has been placed under a legal hold, you should preserve and protect that document
while you check with the Legal Department.

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RESPONSIBILITIES RELATING TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS

Overview

You should respect the rights of, and deal fairly with, the company's customers, suppliers, business partners and competitors in compliance with law. You should
not take unfair advantage of anyone through deception, misrepresentation, manipulation, coercion, abuse of privileged information or any intentional unfair business practice.

Improper payments

You should not authorize, offer, promise or give, or solicit or accept, money, gifts, entertainment, privileges, gratuities, benefits or other items of value
intended to improperly influence, directly or indirectly, any business decision or that otherwise violate law or create the appearance of impropriety. You should contact the Legal Department if you
have any questions as to whether a payment is proper.

Gifts and entertainment

You may, from time to time, provide or accept business amenities to aid in building legitimate business relationships. Business amenities may include gifts,
meals, services, entertainment, reimbursements, loans, favors, privileges or other items of value.

Any
business amenity should be consistent with customary business practice and reasonable and appropriate for the circumstance. Business amenities should not be lavish or excessive.
Business amenities should not violate law or create an appearance of impropriety. You should avoid providing or accepting any cash payment, or other business amenity that can be construed as a bribe
or payoff. All company funds expended for business amenities must be accurately recorded in the company's books and records. We encourage you to contact the Legal Department if you have any questions
as to whether a business amenity is permissible.

In
some business situations outside of the United States, it is customary and lawful for business executives to present gifts to representatives of their business partners. These gifts
may be of more than a nominal value, and under the circumstances, returning the gifts or paying for them may be an affront to the giver. If you find yourself in such a situation, you must report the
gift to the General Counsel. In some cases, you may be required to turn the gift over to the company.

Special
restrictions apply when dealing with government employees. For more information, see the next section on "Working with Governments".

Side Letter

No employee shall make any commitment on behalf of the company in contravention of a company policy and without properly authorized authority.

Selecting suppliers

The company's policy is to select suppliers based on the merits of their products, services and business practices and to purchase supplies based on need,
quality, service, price and other terms and conditions of sale. You may not establish a business relationship with any supplier if you know that its business practices violate applicable laws.

Handling the nonpublic information of others

You must handle the nonpublic information of others responsibly and in accordance with our agreements with them. Nonpublic information of others includes notes,
reports, conclusions and other materials prepared by a company employee based on the nonpublic information of others.

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You
should not knowingly accept information offered by a third party, including a customer, supplier or business partner, that is represented as nonpublic, or that appears from the
context or circumstances to be nonpublic, unless an appropriate nondisclosure agreement has been signed with the party offering the information. You should contact the Legal Department to coordinate
the appropriate execution of nondisclosure agreements on behalf of the company.

Even
after a nondisclosure agreement is in place, you should accept only the information that is necessary or appropriate to accomplish the purpose of receiving it, such as a decision on
whether to proceed to negotiate a deal. If more detailed or extensive information is offered and it is not necessary
or appropriate for your immediate purposes, it should be refused. If any such information is inadvertently received, it should be transferred to the Legal Department for appropriate disposition.

Once
the company has received nonpublic information, you should use all reasonable efforts to:



Improperly obtaining or using assets or information

You may not unlawfully obtain or use the materials, products, intellectual property, proprietary or nonpublic information or other assets of anyone, including
suppliers, customers, business partners and competitors. You may not coerce or improperly induce past or present employees of other companies to disclose proprietary or nonpublic information of their
former or other employers.

Free and fair competition

It is our policy to lawfully compete in the marketplace. Our commitment to fairness includes respecting the rights of our competitors to compete lawfully in the
marketplace and abiding by all applicable laws in the course of competing.

Most
countries have well-developed bodies of law designed to encourage and protect free and fair competition. These laws are broad and far-reaching and regulate
the company's relationships with its distributors, resellers, suppliers and customers. Competition laws
generally address the following areas: pricing practices (including predatory pricing, price fixing and price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret
rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination and many other practices.

Competition
laws also govern, usually quite strictly, relationships between the company and its competitors. Collusion among competitors is illegal, and the consequences of a violation
are severe. You must not enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts or other terms or conditions of sale; profits
or profit margins; costs; allocation of product, customers, markets or territories; limitations on production or supply; boycotts of customers or suppliers; or bids or the intent to bid, or even
discuss or exchange information on these subjects.

The
company is committed to obeying both the letter and spirit of these laws, which are often referred to as antitrust, consumer protection, competition or unfair competition laws.
Although the spirit of these laws is straightforward, their application to particular situations can be quite complex. To ensure that the company complies fully with these laws, you should have a
basic knowledge of them and should promptly involve our Legal Department when questionable situations arise.

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WORKING WITH GOVERNMENTS

Overview

Special rules govern our business and other dealings with governments. Employees, agents and contractors of the company should use all reasonable efforts to
comply with all applicable laws and regulations governing contact and dealings with governments, government employees and public officials. If you deal with governments, government employees or public
officials, you should undertake to understand the special rules that apply. If you have any questions concerning government relations, you should contact the Legal Department.

Government contracts

You should use all reasonable efforts to comply with all relevant laws and regulations that apply to government contracting. You should refer all contracts with
any governmental entity to the Legal Department for review and approval.

Requests by regulatory authorities

You must cooperate with appropriate government inquiries and investigations in accordance with law. It is important, however, to protect the legal rights of the
company with respect to its nonpublic information. All government requests for company information, documents or investigative interviews should be referred to the Legal Department. You should work
with the Legal Department in responding to requests by regulatory authorities to ensure adequate and complete responses and to avoid improper disclosure of attorney-client privileged materials, trade
secret information or other nonpublic information. This policy should not be construed to prevent an employee from disclosing information to a government or law enforcement agency, where the employee
has reasonable cause to
believe that the information discloses a violation of, or noncompliance with, a state or federal statute or regulation.

Improper payments to government officials

You may not offer any payment or business amenity to a public official or a government employee if doing so could reasonably be construed as having any connection
with the company's business, even if it has a nominal value or no value at all. You should be aware that what may be permissible in dealings with commercial businesses may be deemed illegal and
possibly criminal in dealings with the government. You should contact the Legal Department for guidance.

Whether
you are located in the United States or abroad, you are also responsible for fully complying with the Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act makes it
illegal to offer, pay, promise to pay or authorize to pay any money, gift or other item of value to any foreign official, political party or candidate to assist the company or another to obtain or
retain business. All managers and supervisory personnel are expected to monitor continued compliance with the Foreign Corrupt Practices Act.

Political contributions

The company reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the company's
policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The company's assetsincluding company
funds, employees' work time and company premises and equipmentmust not be used for, or be contributed to, political campaigns or political activities under any circumstances without prior
written approval.

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Lobbying

You must obtain approval from the General Counsel for any work activity that requires lobbying communication with any member or employee of a legislative body or
with any government official or employee in the formulation of legislation. Work activity covered by this policy includes meetings with
legislators or members of their staffs or with senior executive branch officials on behalf of the company. Preparation, research and other background activities that are done in support of such
lobbying communication are also covered by this policy even if the communication ultimately is not made.

Trade restrictions

A number of countries maintain controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained by
the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism. The U.S. regulations are complex and apply both to deemed exports from the
United States and to deemed exports of products from other countries when those products contain U.S.-origin components or technology. Software created in the United States is subject to these
regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States or access by foreign nationals
to certain technology may constitute a controlled export. The Legal Department can provide you with guidance on which countries are prohibited destinations for company products or whether a proposed
technical presentation or the provision of controlled technology to foreign nationals may require a U.S. government license.

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PROCEDURAL MATTERS

Distribution

All employees will receive a copy of this Code at the time they join the company and will receive periodic updates. Agents and contractors should also be provided
with a copy of the Code.

Acknowledgment

All new employees must sign an acknowledgment form confirming that they have read the Code and that they understand and agree to comply with its provisions.
Signed acknowledgment forms will be kept in your personnel file. Failure to read the Code or to sign an acknowledgement form does not excuse any person from the terms of the Code. Each year you will
be asked to acknowledge your continued understanding of the Code.

Approvals and waivers

Except as otherwise provided in the Code, the Board of Directors or its designated committee must review and approve any matters requiring special permission
under the Code for a member of the Board of Directors or an executive officer. Except as otherwise provided in the Code, the Chief Financial Officer and the General Counsel must review and approve any
matters requiring special permission under the Code for any other employee, agent or contractor.

Any
waiver of any provision of this Code for a member of the Board of Directors or an executive officer must be approved in writing by the Board of Directors or its designated committee
and promptly disclosed, along with the reasons for the waiver, to the extent required by law or regulation. Any waiver of any provision of this Code with respect to any other employee, agent or
contractor must be approved in writing by the Chief Financial Officer and the General Counsel.

Copies
of approvals and waivers will be retained by the company.

Reporting violations

You should promptly report violations or suspected violations of this Code to the General Counsel. If your situation requires that your identity be kept secret,
your anonymity will be preserved to the greatest extent reasonably possible. If you wish to remain anonymous, send a letter addressed to the General Counsel at 935 Stewart Drive, Sunnyvale, California
94085. If you make an anonymous report, please provide as much detail as possible, including copies of any documents that you believe may be relevant to the issue.

If
your concerns relate to accounting, internal controls or auditing matters, or if the General Counsel is implicated in any violation or suspected violation, you may also contact the
Audit Committee of the Board of Directors atauditcommittee@proxim.com.

Reprisals,
threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other company policies, or
against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Investigations

The Board of Directors or its designated committee will be responsible for investigating violations and determining appropriate disciplinary action for matters
involving members of the Board of Directors or executive officers. The Board of Directors or its designated committee may designate others to conduct or manage investigations on its behalf and
recommend disciplinary action.

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Subject
to the general authority of the Board of Directors to administer this Code, the Chief Financial Officer and the General Counsel will be jointly responsible for investigating
violations and determining appropriate disciplinary action for other employees, agents and contractors. The Chief Financial Officer and the General Counsel may designate others to conduct or manage
investigations on their behalf and recommend disciplinary action. The Chief Financial Officer and the General Counsel will periodically report Code violations and the corrective actions taken to the
Board of Directors or its designated committee. The Board of Directors reserves the right to investigate violations and determine appropriate disciplinary action on its own or to designate others to
do so in place of, or in addition to, the Chief Financial Officer and the General Counsel.

The
company will promptly investigate any suspected violations. If it is determined that evidence of a violation exists, the individual subject to investigation will be notified. The
subject of an investigation will have an opportunity to respond to any allegations made against that person. A person suspected of violating the Code may be suspended with or without pay while an
investigation is conducted. The company will follow local grievance procedures in jurisdictions where such procedures apply.

Disciplinary action

Consistent with its existing policies, the company will take appropriate action against any employee, agent or contractor whose actions are found to violate the
Code. Disciplinary actions may include, at the company's sole discretion, oral or written reprimand, suspension or immediate termination of employment or business relationship, or any other
disciplinary action or combination of disciplinary actions as deemed appropriate to the circumstances. A record of the disciplinary action will be retained in the employee's personnel file.

In
determining what disciplinary action is appropriate in a particular case, the company will take into account all relevant information, including the nature and severity of the
violation, any history of warnings and violations, whether the violation appears to have been intentional or inadvertent and whether the violator reported his or her own misconduct. The company will
strive to enforce the Code in a consistent manner while accounting for all relevant information. An alleged violator may make a written request for reconsideration within 14 days of
notification of the final disciplinary decision.

Where
the company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Certain violations of this Code may also be subject to civil or
criminal prosecution by governmental authorities and others. Where laws have been violated, the company will report violators to the appropriate authorities.

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ADDITIONAL INFORMATION

Nothing in this Code of Business Conduct and Ethics creates or implies an employment contract or term of employment. Employment at the company is employment
at-will. Employment at-will may be terminated with or without cause and with or without notice at any time by the employee or the company. Nothing in this Code shall limit the
right to terminate employment at-will. No employee of the company has any authority to enter into any agreement for employment for a specified period of time or to make any agreement or
representation contrary to the company's policy of employment at-will. Only the Chief Executive Officer of the company has the authority to make any such agreement, which must be in
writing.

The
policies in this Code do not constitute a complete list of company policies or a complete list of the types of conduct that can result in discipline, up to and including discharge.

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ACKNOWLEDGMENT  CODE OF BUSINESS CONDUCT AND ETHICS



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Please
sign and return this form to the Human Resources Department.

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