Sub Filer Id


    Exhibit
      10.1

    


    August
      2,
      2006

    


    


    


    Dear
      Brian:

    


    I
      am
      pleased that you have accepted our offer to serve as Chief Financial Officer
      and
      Treasurer for Terabeam, Inc. In that position, you will also serve as Chief
      Financial Officer and Treasurer of Terabeam’s subsidiary Proxim Wireless
      Corporation and selected other subsidiaries from time to time. You will
      initially report to the Chief Executive Officer of Terabeam. Your primary work
      location will be Terabeam’s headquarters in San Jose, California but you may be
      expected to travel from time to time due to your job
      responsibilities.

    


    Your
      compensation package will consist of a base starting salary of $200,000 annually
      to be paid bi-weekly, less deductions authorized or required by law. You will
      be
      eligible for enrollment in our benefit programs as well as participation in
      an
      executive bonus program. Your target bonus will be $50,000
      annually.

     

    A
      recommendation will be made to the Board of Directors of Terabeam that you
      be
      granted an option to purchase an additional 25,000 shares of Terabeam's common
      stock.  The exercise price will be set on the date the option grant is
      approved.  Any award will be subject to all the terms and conditions of
      Terabeam's applicable Stock Plan and the stock option agreement given to
      you.

     

    Terabeam
      offers a co-paid health, dental, and visual medical coverage plan for you and
      your family members, if applicable, as well as other benefits such as vacation,
      holiday pay, 401(k), all of which are outlined in our Employee Handbook. A
      Human
      Resources representative will be contacting you about enrollment in such
      program. 

    


    As
      an
      employee of Terabeam, you will have access to certain company confidential
      information and you may during the course of your employment develop certain
      information or inventions, which will be the property of Terabeam. Thus, to
      protect the interests of Terabeam, as a condition to your employment, you will
      be required to sign our standard employee agreement for confidential and
      proprietary information and intellectual property. This agreement must be signed
      without modification (“as is”). If desired, a copy is available for review prior
      to signing your offer letter. You also will be subject to the other policies
      and
      procedures of Terabeam applicable to its other employees as in effect from
      time
      to time. For example, you will have to provide employment eligibility
      verification and your employment may require drug testing some time in the
      future.

    


    Your
      employment with Terabeam is “at will.” It is for no specified period and may be
      terminated by you or Terabeam at any time, with or without cause or advance
      notice. Further, Terabeam may change your compensation, duties, assignments,
      responsibilities, or location of your position at any time to adjust to the
      changing needs of our dynamic company.


    
      
         

      

      
         

        
          

        

      

      
        

          Offer
            to:
            Brian Sereda

          August
            2,
            2006

          Page
            2

        

      

    


    Terabeam
      may provide you with one or more types of equipment to help you perform your
      duties for the company, including, but not limited to, computers, cellular
      telephones, and wireless messaging devices. Please understand that it is your
      obligation to take proper care of all such equipment during your employment
      and
      to return such equipment to Terabeam in good working order immediately upon
      the
      termination of your employment with Terabeam for any reason.

    


    This
      letter agreement and the other agreements referred to above constitute the
      entire agreement between you and Terabeam or Proxim regarding the terms and
      conditions of your employment with Terabeam or Proxim, and these agreements
      supersede all prior negotiations, representations, or agreements, whether
      written or verbal, between you and any other party, if any. This agreement
      cannot be modified or amended except by a document signed by the CEO of
      Terabeam.

    


    We
      are
      very excited that you have accepted our offer of employment and look forward
      to
      a long and prosperous relationship. I have no doubt that your experience, skill
      and professionalism will mutually benefit both you and Terabeam. Please sign
      in
      the space below to formalize your acceptance and
      return this letter to Human Resources by hand or via fax at (408) 392-4264.
      I
      look
      forward to hearing from you as soon as possible.

    


    Sincerely,

    


    /s/
      Robert E. Fitzgerald

    


    Robert
      E.
      Fitzgerald

    Chief
      Executive Officer

    


    


    I
      agree to and accept employment with Terabeam, Inc. on the terms and conditions
      set forth in this letter.

    


    


    


    
      	
              /s/
                Brian J.
                Sereda                                 
                 

            	
              August
                2, 2006

            
	
              Name:
                Brian J. Sereda

            	
              Start
                Date