Exhibit 10.49

                            FIRST AMENDMENT TO LEASE
                            ------------------------

      THIS FIRST  AMENDMENT TO LEASE (this  "Amendment")  is dated for reference
purposes  only  as of  October  31,  2005,  by and  between  CARRAMERICA  REALTY
OPERATING PARTNERSHIP,  L.P., a Delaware limited partnership  ("Landlord"),  and
YDI WIRELESS, INC., a Delaware corporation ("Tenant").

                                    RECITALS

      A. Pursuant to that certain Lease dated as of May 10, 2005 (the  "Existing
Lease"), by and between Landlord and Proxim Corporation,  a Delaware corporation
("Proxim"),   Proxim  leased  from  Landlord  certain  premises  (the  "Existing
Premises")  containing  approximately  74,979 rentable square feet, located on a
portion of the first floor and the  entirety of the second floor of the building
located at 2115 O'Nel Drive, San Jose, California (the "Building").

      B. On July 27, 2005,  Tenant acquired  substantially  all of the assets of
Proxim Corporation and, as of that date, agrees to be bound by and perform, as a
direct obligation of Tenant to Landlord, each and all of the obligations, terms,
covenants and agreements of the "Tenant" under the Lease.

      C.  Landlord and Tenant  desire to amend the Existing  Lease to (i) add to
the Existing  Premises the remainder of the first floor of the  Building,  which
consists of approximately  19,985 rentable square feet (the "Expansion  Space"),
and is more particularly shown as the  single-hatched  portion of Exhibit A-1 to
the Existing  Lease,  and (ii) make  certain  other  amendments  to the Existing
Lease, all subject to, and on the basis of, the terms,  covenants and conditions
hereinafter set forth.  The Existing  Lease,  as amended by this  Amendment,  is
referred to as the "Lease."

                                    AGREEMENT

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

      1. Use of Defined Terms; Recitals; Effective Date.
         -----------------------------------------------

            1.1 Definitions; Recitals. Unless otherwise defined herein or unless
the context clearly requires otherwise,  all capitalized terms used herein shall
have the defined meanings ascribed to them in the Existing Lease. The provisions
of the Recitals above are fully incorporated herein by this reference.

            1.2 Effective Date. Unless otherwise  specifically  provided herein,
all provisions of this Amendment shall be effective as of November 1, 2005.

      2. Lease Assignment and Assumption.  Effective as of July 27, 2005, Tenant
hereby  accepts all of Proxim's  right,  title and interest in and to the Lease,
and, from and after that date, assumes and agrees to be bound by and perform, as
a direct  obligation  of Tenant to  Landlord,  each and all of the  obligations,
terms, covenants and agreements of the "Tenant" under the Lease.


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<PAGE>

      3. Expansion Space.
         ----------------

            3.1  Commencement   Date.  For  purposes  of  this  Amendment,   the
"Expansion Space Commencement Date" means November 1, 2005.

            3.2 Termination  Date. The termination  date for the Expansion Space
shall be June 30, 2008,  which is the  Termination  Date under the Lease for the
Existing Premises.

      4. Amendments to Lease.
         --------------------

            4.1 Premises. Effective as of the Expansion Space Commencement Date,
all references in the Lease to the "Premises" shall include the Expansion Space,
and Item 2 of the  Schedule  (set forth on pages i.  through  iii. of the Lease)
(the "Schedule") shall be deleted in its entirety and replaced by the following:

                  "2.   Premises:  The entirety of the Building  located at 2115
                        O'Nel Drive, San Jose, California."

      4.2 Rentable Square Footage of the Premises. Effective as of the Expansion
Space Commencement Date, Item 4 of the Schedule shall be deleted in its entirety
and replaced by the following:

                  "4.   Rentable  Square Footage of the Premises:  Approximately
                        94,874 rentable square feet"

            4.3 Tenant's  Proportionate  Share.  Effective  as of the  Expansion
Space Commencement Date, Item 5 of the Schedule shall be deleted in its entirety
and replaced by the following:

                  "5.   Tenant's Proportionate Share: 100%"

            4.4 Parking Stalls. Effective as of the Expansion Space Commencement
Date,  Item 13 of the Schedule  shall be deleted in its entirety and replaced by
the following:

                  "13.  Parking Stalls: Three hundred sixty-one (361) unassigned
                        stalls"


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<PAGE>

            4.5 Base Rent.
                ----------

                  (a) Base Rent for the  Expansion  Space  shall be  payable  in
consecutive monthly installments, in advance, together with Tenant's payments of
Base Rent for the Existing Premises.

                  (b) Effective as of the  Expansion  Space  Commencement  Date,
Item 14 of the  Schedule  shall be deleted in its  entirety  and replaced by the
following:

                  "14.  Base Rent:

<TABLE>
<CAPTION>
=======================================================================================
                                             EXISTING        EXPANSION
                                             PREMISES          SPACE           TOTAL
                                              MONTHLY         MONTHLY         MONTHLY
                 PERIOD                      BASE RENT       BASE RENT       BASE RENT
---------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>
    July 1, 2005 - October 31, 2005          $63,732.15         N/A          $63,732.15
---------------------------------------------------------------------------------------
  November 1, 2005 - November 30, 2005       $63,732.15        $0.00         $63,732.15
---------------------------------------------------------------------------------------
    December 1, 2005 - June 30, 2006         $63,732.15      $16,787.40      $80,519.55
---------------------------------------------------------------------------------------
      July 1, 2006 - June 30, 2007           $67,481.10      $17,986.50      $84,467.60
---------------------------------------------------------------------------------------
      July 1, 2007 - June 30, 2008           $71,230.05      $18,985.75      $90,215.80
=======================================================================================
</TABLE>

      5. Condition of Expansion Space.
         -----------------------------

            5.1 As Is; Personal Property. Except for Landlord's Work (as defined
below in Section  5.2),  Landlord is leasing the  Expansion  Space to Tenant "as
is", without any obligation of Landlord to alter,  remodel,  improve,  repair or
decorate any part of the Expansion  Space, to perform any other  construction or
other work of improvement  upon the Expansion  Space,  or to provide Tenant with
any construction or refurbishing  allowance whatsoever,  and without any express
or  implied  representations  or  warranties  of any  kind,  including,  without
limitation,  any  representation  or warranty  regarding  the  condition  of the
Expansion  Space or the Building or the suitability of either for the conduct of
Tenant's business.

            5.2  Landlord's  Work.   Promptly   following  the  Expansion  Space
Commencement  Date,  Landlord  shall  provide up to 10  electrical  drops in the
Expansion  Space,  re-carpet one conference room and replace all stained ceiling
tiles,  all to the reasonable  satisfaction of Landlord and Tenant  ("Landlord's
Work").  Tenant hereby  acknowledges  that Landlord's  performance of Landlord's
Work may be conducted  during normal  business hours and may create  disruption,
noise,  dust or  temporarily  leave  debris  in the  Premises.  Landlord  shall,
however,  use commercially  reasonable efforts to minimize any interference with
the  conduct of Tenant's  business in the  Premises  during the  performance  of
Landlord's  Work.  Tenant  hereby  agrees that  Landlord's  Work and  Landlord's
actions  in  connection  therewith  shall in no way  constitute  a  constructive
eviction of Tenant nor entitle Tenant to any abatement of Rent. Subject


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<PAGE>

to  Landlord's  obligations  under  this  Section  5.2,  Landlord  shall have no
responsibility,  and  shall in no way be  liable to  Tenant,  for any  direct or
indirect  injury  to  or  interference   with  Tenant's  business  arising  from
Landlord's  Work,  nor shall Tenant be entitled to any  compensation  or damages
from Landlord for loss of the use of the whole or any part of the Premises or of
personal property or improvements  resulting  therefrom or Landlord's actions in
connection  therewith,  or for any  inconvenience  or  annoyance  occasioned  by
Landlord's Work or Landlord's actions in connection therewith.

      6. Use.  Tenant  shall use the  Expansion  Space only for the purposes set
forth in Item 7 of the  Schedule.  Landlord and  Landlord's  agents have made no
representations  or  promises  with  respect  to the  Expansion  Space  or  this
Amendment,  except as expressly set forth herein,  and Tenant  acknowledges  and
agrees that the Expansion Space is suited for the use intended by Tenant, and is
in  good  and  satisfactory  condition,   subject,  however,  to  completion  of
Landlord's  Work and Landlord's  maintenance  and repair  obligations  under the
Lease.  Tenant  represents and warrants to Landlord that prior to executing this
Amendment, Tenant made such investigations as it deemed appropriate with respect
to the  suitability of the Expansion  Space for its intended use, and determined
that the same is suitable for such intended use.

      7. Tenant's Certification. Tenant hereby certifies to Landlord that, as of
the execution and delivery of this Amendment by Tenant to Landlord, there are no
existing  defenses  against the  enforcement of any of the obligations of Tenant
under the Lease, and Landlord is not in default under the Lease by reason of its
failure to perform any  obligations  thereunder,  and there is no  circumstance,
event,  condition or state of facts which,  by the passage of time or the giving
of notice,  or both,  could entitle Tenant to any such defenses or constitute or
result in such a default.

      8. Real Estate Brokers. Tenant represents and warrants that Tenant has not
had any dealings with any broker in connection with the negotiation or execution
of this  Amendment,  and Tenant  agrees to indemnify  Landlord and hold Landlord
harmless  from  any and all  costs  (including  attorneys'  fees),  expenses  or
liability for commissions or other  compensation  claimed by any broker or agent
claiming to have had dealings with Tenant in connection with this Amendment.

      9. Miscellaneous.
         --------------

            9.1  Except  as  modified  by  this  Amendment,  all of  the  terms,
conditions  and  provisions of the Existing Lease shall remain in full force and
effect and are hereby ratified and confirmed.

            9.2 To the extent the terms of the Existing Lease and this Amendment
are inconsistent, the terms of this Amendment shall control.

            9.3 The  submission of this  Amendment to Tenant for  examination or
execution  does not create an option or  constitute  an offer to Tenant to amend
the  Existing  Lease on the  terms and  conditions  contained  herein,  and this
Amendment  shall not become  effective as an  amendment  to the  Existing  Lease
unless and until it has been executed and delivered by both Landlord and Tenant.


                                       4
<PAGE>

            9.4 This  Amendment  contains  the entire  agreement of Landlord and
Tenant with respect to the subject  matter hereof.  It is understood  that there
are no oral agreements  between Landlord and Tenant affecting the Existing Lease
as  hereby  amended,  and this  Amendment  supersedes  and  cancels  any and all
previous negotiations,  representations,  agreements and understandings, if any,
between  Landlord  and Tenant and their  respective  agents with  respect to the
subject  matter  thereof,  and none shall be used to  interpret  or construe the
Lease.  Tenant  acknowledges that all prior  communications from Landlord or its
agents are not and were not, and shall not be  construed to be,  representations
or warranties of Landlord or its agents as to the matters communicated, and have
not and will not be relied upon by Tenant.

      IN WITNESS WHEREOF,  the parties have caused this First Amendment to Lease
to be executed as of the date first written above.

LANDLORD:

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  CarrAmerica Realty Corporation,
     a Maryland corporation, its general partner

     By: /s/ Christopher Peatross
         ------------------------
             Christopher Peatross
             Managing Director

Date of Execution: 11/14/05
                   --------

TENANT:

YDI WIRELESS, INC.,
a Delaware corporation

By: /s/ David E. Olson
    ------------------

Name: President
      ---------

Title: David Olson
       -----------
        [chairman, president or vice-president]

By: /s/ Patrick L. Milton
    ---------------------

Name: Pat Milton
      ----------

Title: CFO
       ---
        [secretary, assistant secretary, chief financial
        officer or assistant treasurer]


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