CERTIFICATE
      OF OWNERSHIP AND MERGER




MERGING




PROXIM
      WIRELESS CORPORATION




WITH
      AND
      INTO




TERABEAM,
      INC.




Pursuant
      to Section 253 of the




General
      CorporationLaw of the State of Delaware







Terabeam,
      Inc., a Delaware corporation (the "Company"), does hereby certify to the
      following facts relating to the merger (the "Merger") of Proxim Wireless
      Corporation, a Delaware corporation (the "Subsidiary"), with and into the
      Company, with the Company remaining as the surviving corporation under the
      name
      of Proxim Wireless Corporation:


FIRST:                     The
      Company is incorporated pursuant to the General Corporation Law of the State
      of
      Delaware (the "DGCL").  The Subsidiary is incorporated pursuant to the
      DGCL.


SECOND:                The
      Company owns all of the outstanding shares of each class of capital stock of
      the
      Subsidiary.


THIRD:                    The
      Board of Directors of the Company, by the following resolutions, duly determined
      to merge the Subsidiary with and into the Company pursuant to Section 253 of
      the
      DGCL:


WHEREAS,
      Terabeam, Inc., a Delaware corporation (the "Company"), owns all of the
      outstanding shares of the capital stock of Proxim Wireless Corporation, a
      Delaware corpora­tion (the "Sub­sidiary"); and




WHEREAS,
      the Board of Directors of the Company has deemed it advisable that the
      Subsidiary be merged with and into













the
      Company pursuant to Section 253 of the General Corpora­tion Law of the State
      of Delaware;




NOW,
      THEREFORE, BE IT AND IT HEREBY IS




RESOLVED,
      that the Subsidiary be merged with and into the Company (the "Merger"); and
      it
      is further




RESOLVED,
      that by virtue of the Merger and without any action on the part of the holder
      thereof, each then outstanding share of common stock of the Company shall remain
      unchanged and continue to remain outstanding as one share of common stock of
      the
      Company, held by the person who was the holder of such share of common stock
      of
      the Company immediately prior to the Merger; and it is further




RESOLVED,
      that by virtue of the Merger and without any action on the part of the holder
      thereof, each then outstanding share of common stock of the Subsidiary shall
      be
      cancelled and no consideration shall be issued in respect thereof; and it is
      further




RESOLVED,
      that the certificate of incorporation of the Company as in effect immediately
      prior to the effective time of the Merger shall be the certificate of
      incorporation of the surviving corporation, except that Article FIRST thereof
      shall be amended to read in its entirety as follows:




FIRST.  The
      name of the corporation is Proxim Wireless Corporation.




RESOLVED,
      that the proper officers of the Company be and they hereby are authorized and
      directed to make, execute and acknowledge, in the name and under the
      corpo­rate seal of the Company, a certificate of owner­ship and merger
      for the purpose of effecting the Merger and to file the same in the office
      of
      the Secretary of State of the State of Delaware, and to do all other acts and
      things that may be necessary to carry out and effectuate the purpose and intent
      of the resolutions relating to the Merger.







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FOURTH:               The
      Company shall be the surviving corporation of the Merger.


FIFTH:              
           The certificate of incorporation of the Company as
      in effect immediately prior to the effective time of the Merger shall be the
      certificate of incorporation of the surviving corporation, except that Article
      FIRST thereof shall be amended to read in its entirety as follows:


FIRST.                  
        The name of the corporation is Proxim Wireless
      Corporation.




SIXTH:            
             This Certificate of Ownership and
      Merger, the Merger effected hereby, and the amendment to the certificate of
      incorporation of the Company effected thereby shall become effective at 12:01
      a.m., eastern time, on September 10, 2007.





IN
      WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger
      to be executed by its duly authorized officer this 4th day of September,
      2007.


TERABEAM,
                INC.By:
            /s/
                David L. RenauldName:
            David
                L. RenauldOffice:
            Vice
                President




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