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                                                                   Exhibit 10.49

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (the "Agreement") effective as of "Date of hire",
by and between Proxim Corporation, a Delaware corporation (the "Company") and
Dave L. Thompson (the "Executive").

         WHEREAS, the Company considers it essential to its best interests and
the best interests of its stockholders to foster the continued employment of
Executive by the Company and Executive is willing to accept and continue
Executive's employment on the terms hereinafter set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

            1.    Term of Employment; Executive Representation.

                  a. Employment Term. Executive's term of employment under this
Agreement shall commence on the date hereof and, subject to the terms hereof,
Executive and the Company agree and acknowledge that Executive's employment with
the Company constitutes "at-will" employment and that this Agreement may be
terminated at any time by the Company or Executive, subject to the terms of
Section 7 of this Agreement.

                  b. Executive Representation. Executive hereby represents to
the Company that the execution and delivery of this Agreement by Executive and
the Company and the performance by Executive of the Executive's duties hereunder
shall not constitute a breach of, or otherwise contravene, the terms of any
statute, law, regulation, or of any employment agreement or other agreement or
policy to which Executive is a party or otherwise bound.

            2.    Position.

                  a.    While employed hereunder, Executive shall serve as the
Company's Senior Vice President and Chief Financial Officer. In such position,
Executive shall have such duties and authority, as shall be determined from time
to time by President and Chief Executive Officer ("CEO").

                  b.    While employed hereunder, Executive will devote
Executive's full business time and best efforts to the performance of
Executive's duties hereunder and will not engage in any other business,
profession or occupation for compensation or otherwise which would conflict with
the rendering of such services either directly or indirectly, without the prior
written consent of CEO.

            3.    Base Salary. While employed hereunder, the Company shall pay
Executive a base salary (the "Base Salary") at the annual rate of $250,000,
payable in regular installments in accordance with the Company's usual payment
practices. Executive shall be entitled to such increases in Executive's Base
Salary, if any, as may be determined from time to time in the sole discretion of
the board of directors of the Company (the "Board"), as applicable.


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            4.    Annual Bonus. With respect to each calendar year while
employed hereunder, Executive shall be eligible to earn an annual bonus award
(an "Annual Bonus") which shall be paid quarterly pursuant to an annual
incentive plan to be established by the Board; provided, however, that
Executive's target Annual Bonus opportunity shall not be less than 60% of
Executive's Base Salary (the "Target Bonus").

            5.    Employee Benefits. The Company shall provide Executive during
the term of his employment hereunder with coverage under all employee pension
and welfare benefit programs, plans and practices in accordance with the terms
thereof, which the Company generally makes available to its senior executives.
Executive shall be entitled to such number of days of paid vacation and sick
leave as established under the Company's policies as in effect from time to
time, which shall be taken at such times as are consistent with Executive's
responsibilities hereunder. In addition, Executive shall be entitled to the
perquisites and other fringe benefits currently made available to senior
executives of the Company, commensurate with Executive's position with the
Company.

            6.    Business Expenses and Housing Expenses. Executive is
authorized to incur reasonable expenses in carrying out his duties and
responsibilities under this Agreement, including, without limitation, expenses
for travel and similar items related to such duties and responsibilities. The
Company will reimburse Executive for all such expenses upon presentation by
Executive from time to time of appropriately itemized and approved (consistent
with the Company's policy) accounts of such expenditures.

         In addition, Executive shall be reimbursed for up to $3,333.33 per
month of housing expenses incurred in the Sunnyvale, California area (the
"Housing Payments"). The Company also shall provide Executive with a tax
gross-up payment with respect to his tax liability related to the Housing
Payments. Accordingly, each time that a Housing Payment is made to Executive,
the Executive shall be entitled to an additional tax gross-up payment (the
"Gross-Up Payment") in such an amount so that after the withholding of all
applicable Federal and state employment and income taxes on the sum of any
Housing Payment and its related Gross-Up Payment, the Executive shall retain the
full amount of the Housing Payment.

            7.    Termination. The Executive's employment hereunder may be
terminated by either party at any time and for any reason or no reason; provided
that Executive will be required to give the Company at least 30 days advance
written notice of any resignation of Executive's employment (unless the Company
waives its right to receive such 30-day notice). Notwithstanding any other
provision of this Agreement, the provisions of this Section 7 shall exclusively
govern Executive's rights upon termination of employment with the Company and
its affiliates.

                  a.    By the Company For Cause; By the Executive Without Good
Reason.

                  (i) The Executive's employment hereunder may be terminated by
the Company for Cause (as defined below) at any time or by Executive without
Good Reason after 30 days prior written notice (unless the Company waives such
notice requirement).


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                  (ii) For purposes of this Agreement, "Cause" shall mean (i)
Executive's continued failure substantially to perform Executive's duties
hereunder (other than as a result of total or partial incapacity due to physical
or mental illness) for a period of 10 days following notice by the Company to
the Executive of such failure, (ii) dishonesty in the performance of Executive's
duties hereunder, (iii) an act or acts on Executive's part constituting (x) a
felony under the laws of the United States or any state thereof or (y) a
misdemeanor involving moral turpitude, (iv) Executive's willful malfeasance or
willful misconduct in connection with Executive's duties hereunder or any act or
omission which is materially injurious to the financial condition or business
reputation of the Company or any of its subsidiaries or affiliates or (v)
Executive's breach of the provisions of Section 8 of this Agreement.

                  (iii) If Executive's employment is terminated by the Company
for Cause or by Executive without Good Reason, Executive shall be entitled to
receive, reduced by any amounts owed to the Company by Executive, the amounts
described in the following clauses (A) through (D) set forth below:

                  (A) the Base Salary through the date of termination;

                  (B) any earned but unpaid portion of Executive's Annual Bonus
         for the fiscal year in which such termination occurs (which amount
         shall be "earned" as determined by the Company based on the achievement
         of the relevant performance criteria for the entire fiscal year,
         prorated for the number of full calendar quarters during which
         Executive was employed by the Company);

                  (C) reimbursement for any unreimbursed business expenses
         properly incurred by Executive in accordance with Company policy prior
         to the date of Executive's termination; and

                  (D) such employee benefits, if any, as to which Executive may
         be entitled under the employee benefit plans of the Company (the
         amounts described in clauses (A) through (D) hereof being referred to
         as the "Accrued Rights").

                  Following such termination of Executive's employment by the
Company for Cause or by Executive without Good Reason, except as set forth in
this Section 7(a), Executive shall have no further rights to any compensation or
any other benefits under this Agreement.

                  b.       Disability or Death.

                  (i) The Executive's employment hereunder shall terminate upon
Executive's death or if Executive becomes physically or mentally incapacitated
and is therefore unable for a period of six (6) consecutive months or for an
aggregate of nine (9) months in any twenty-four (24) consecutive month period to
perform Executive's duties (such incapacity is hereinafter referred to as
"Disability"). Any question as to the existence of the physical or mental
incapacitation of Executive as to which Executive or his representative and the
Company cannot agree shall be determined in writing by a qualified independent
physician mutually acceptable to Executive and the Company. If Executive and the
Company cannot agree as to a qualified independent physician, each shall appoint
such a physician and those two physicians shall select a third who shall make
such determination in writing. The determination of


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Disability made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement, and all costs incurred by
Executive and/or the Company that are related to such determination shall be
paid by the Company.

                  (ii) Upon termination of Executive's employment hereunder for
either Disability or death, Executive or Executive's estate (as the case may be)
shall be entitled to receive:

                  (A) the Accrued Rights; and

                  (B) a pro rata portion of any Annual Bonus that the Executive
         would have been entitled to receive pursuant to Section 4 hereof in
         such year based upon the percentage of the calendar year that shall
         have elapsed through the date of Executive's termination of employment,
         payable when such Annual Bonus would have otherwise been payable had
         the Executive's employment not terminated.

                  Following Executive's termination of employment due to death
or Disability, except as set forth in this Section 7(b), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.

                  c.       By the Company Without Cause or Resignation by
Executive for Good Reason.

                  (i) The Executive's employment hereunder may be terminated by
the Company without Cause or by Executive's resignation for Good Reason.

                  (ii) For purposes of this Agreement, "Good Reason" shall mean:

                  (x) the reduction by the Company of Executive's Base Salary
(other than as a result of a general salary reduction affecting all Company
employees); or

                  (y) any material and adverse reduction in Executive's duties
and responsibilities made without Executive's written consent; or

                  (z) relocation of Executive's principal workplace more than
fifty (50) miles from Executive's principal workplace as of the date hereof made
without Executive's written consent.

In addition, "Good Reason" shall also be deemed to have occurred in the event
the Company fails to obtain from any successor to the Company an agreement to
assume and perform this Agreement, as contemplated by Section 10(e) hereof.
Notwithstanding the foregoing, none of the events described in clauses (x), (y)
or (z) of this Section 7(c)(ii) shall constitute Good Reason unless Executive
shall have notified the Company in writing describing the events which
constitute Good Reason and then only if the Company shall have failed to cure
such event within thirty (30) days after the Company's receipt of such written
notice.

                  (iii) If Executive's employment is terminated by the Company
without Cause (other than by reason of death or Disability) or if Executive
resigns for Good Reason, then


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upon the execution of an effective general release of claims in a form
satisfactory to the Company, Executive shall be entitled to receive:

                  (A) the Accrued Rights; and

                  (B) subject to Executive's continued compliance with the
provisions of Section 8, (x) continued payment of the Base Salary after the date
of termination for the shorter of (I) the number of full months Executive was
employed by the Company (calculated with reference to Executive's initial date
of employment and the same date of subsequent months) or (II) twelve (12) months
(the "Severance Period"), and (y) payment of the Target Bonus (prorated by
multiplying the Target Bonus by a fraction, the numerator of which shall be the
number of months in the Severance Period and the denominator of which shall be
12) in respect of the year in which such date of termination occurs, payable at
such time as the Annual Bonus would otherwise be payable, in accordance with the
annual incentive plan of the Company in effect as of the date of termination;
provided, that the aggregate amount described in this clause (B) shall be
reduced by the present value of any other cash severance or termination benefits
payable to Executive under any other plans, programs or arrangements of the
Company or its affiliates; and

                  (C) acceleration of that portion, if any, of any outstanding
option to purchase shares of Common Stock of the Company granted to Executive
pursuant to the Company's stock compensation plans (the "Option") that is
otherwise unexercisable as of the date of termination, which would have
otherwise become exercisable at any time(s) during the Severance Period, with
all Options continuing to be exercisable by Executive during the full term of
the Severance Period (but in any event for no shorter period than provided for
under the terms of the Option); and

                  (D) subject to Executive's continued compliance with the
provisions of Section 8, continued coverage during the Severance Period under
the Company's medical insurance plans in accordance with the terms thereof, as
required under the Consolidated Omnibus Budget Reconciliation Act of 1985, at
the same cost to Executive as was provided to Executive immediately prior to the
date of termination.

                  (E) Executive shall not be required to mitigate the amount of
any payments or benefits provided for pursuant to this Section 7(c)(iii) by
seeking other employment.

         (iv) Notwithstanding anything set forth in this Section 7(c) to the
contrary, in the event that, upon or within thirteen (13) months following the
occurrence of a Change of Control, either (x) Executive's employment is
terminated by the Company without Cause (other than by reason of Executive's
death or Disability) or (y) Executive resigns for Good Reason, the payments and
benefits set forth in Section 7(c)(iii) above shall be modified as follows:

         (A) in lieu of the continued payment of Base Salary and payment of the
Target Bonus pursuant to the annual incentive plan of the Company otherwise
payable pursuant to Section 7(c)(iii)(B), the Base Salary and Target Bonus
amounts set forth therein shall be paid in a lump sum no later than ten (10)
business days following the termination of Executive's employment; provided,
however, that such payments shall still be offset by any other cash severance or
termination benefits payable in accordance with any other such plans, programs
or

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arrangements and the term "Severance Period" shall mean twelve (12) months
when applied for other purposes of this Section 7(c)(iv);

         (B) in lieu of the acceleration of exercisability of the Option
provided for in Section 7(c)(iii)(C), one hundred percent (100%) of any portion
of the Option that is otherwise unexercisable as of the date of termination
shall become immediately exercisable, and all Options shall continue to be
exercisable by Executive during the full term of the Severance Period ; and

         (C) Executive's right to the Base Salary and the Target Bonus described
in Section 7(c)(iv)(A) (collectively, the "Advanced Payments") and to any income
to be realized (but not necessarily recognized for tax purposes) on account of
the Option described in Section 7(c)(iv)(B) (the "Option Spread"), or to retain
the Advanced Payments or Option Spread, as the case may be, is expressly
contingent upon Executive's compliance with each and every provision set forth
in Section 8. In the event that Executive engages in conduct that contravenes
the terms of Section 8, the Option described in Section 7(c)(iv)(B) shall
immediately terminate (and shall no longer be exercisable) and Executive shall
not be entitled to any of the benefits described in Section 7(c)(iv). In the
event that Executive engages in conduct that contravenes the terms of Section 8
subsequent to the date that he has been paid the Advanced Payments, or
subsequent to the date that he has realized Option Spread, (I) the Option
described in Section 7(c)(iv)(B) shall immediately terminate (and shall no
longer be exercisable), and (II) Executive shall promptly return a portion of
the Advanced Payments and a portion of the Option Spread, as the case may be.
The amount of Advanced Payments and Option Spread to be returned to the Company
shall be determined by multiplying the Advanced Payments and the Option Spread
by the "Return Fraction" (defined in the following sentence). The Return
Fraction shall be a fraction having a numerator equal to a number of consecutive
calendar months beginning in the month in which Executive first engaged in
conduct in contravention of the terms of Section 8 and including each and every
month thereafter through the end of the one (1) year period following the date
Executive ceases to be employed by the Company and a denominator equal to twelve
(12).

         (D) Executive shall not be required to mitigate the amount of any
payments or benefits provided for pursuant to this Section 7(c)(iv) by seeking
other employment.

         (v) For purposes of Section 7(c)(iv), a "Change of Control" shall mean
the occurrence of any of the following events:

      (A)   any Person (other than Ripplewood Holdings L.L.C., an Affiliate of
            Ripplewood Holdings L.L.C., or any Person holding securities
            representing 10% or more of the combined voting power of the
            Company's outstanding securities on the date hereof, the Company,
            any trustee or other fiduciary holding securities under an employee
            benefit plan of the Company, or any company owned, directly or
            indirectly, by the shareholders of the Company in substantially the
            same proportions as their ownership of stock of the Company),
            becomes the Beneficial Owner, directly or indirectly, of securities
            of the Company, representing 50% or more of the combined voting
            power of the Company's then-outstanding securities;


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      (B)   during any period of twenty-four consecutive months (not including
            any period prior to the date hereof), individuals who at the
            beginning of such period constitute the Board, and any new director
            (other than (I) a director nominated by a Person who has entered
            into an agreement with the Company to effect a transaction described
            in Sections 7(c)(v)(A), (C), (D) or (E) hereof or (II) a director
            nominated by any Person (including the Company) who publicly
            announces an intention to take or to consider taking actions
            (including, but not limited to, an actual or threatened proxy
            contest) which if consummated would constitute a Change in Control)
            whose election by the board of directors of the Company or
            nomination for election by the Company's shareholders was approved
            by a vote of at least two-thirds (2/3rd) of the directors then still
            in office who either were directors at the beginning of the period
            or whose election or nomination for election was previously so
            approved, cease for any reason to constitute at least a majority
            thereof;

      (C)   the consummation of any transaction or series of transactions under
            which the Company is merged or consolidated with any other company,
            other than a merger or consolidation which would result in the
            shareholders of the Company immediately prior thereto continuing to
            own (either by remaining outstanding or by being converted into
            voting securities of the surviving entity or its parent) more than
            50% of the combined voting power of the voting securities of the
            Company or such surviving entity (or its parent) outstanding
            immediately after such merger or consolidation; or

      (D)   the complete liquidation of the Company or the sale or disposition
            by the Company of all or substantially all of the Company's assets,
            other than a liquidation of the Company into a wholly-owned
            subsidiary.

      For purposes of this Section 7(c)(v), the terms "Person" and "Beneficial
      Owner" shall each have the same meaning as such terms are defined in
      Section 13(d) and Rule 13d-3, respectively, of the Securities Exchange Act
      of 1934, as amended, or any successor thereto, and the term Affiliate"
      shall mean any entity directly or indirectly controlling, controlled by,
      or under common control with, the Company or any other entity designated
      by the board of directors of the Company in which the Company has an
      interest.

      (vi)  If all or any portion of the payments or benefits provided under
Section 7(c)(iv), either alone or together with other payments and benefits
which Executive receives or is then entitled to receive from the Company, would
constitute a payment described in Section 280G(b)(2) (or its successors) of the
Internal Revenue Code, as amended from time to time (the "Code"), such payments
and benefits provided to Executive thereunder shall be reduced to the extent
necessary so that no portion thereof shall be subject to the excise tax imposed
by Section 4999 of the Code; but only if, by reason of such reduction, the net
after-tax benefit to Executive with respect to such payments and benefits shall
exceed such net after-tax benefit if no such reduction were made. For purposes
of Section 7(c)(iv), "net after-tax benefit" shall mean the sum of (I) the total
amounts payable to Executive hereunder, plus (II) all other payments and
benefits which the Executive receives or is entitled to receive from the Company
as a result of any such termination of employment set forth in Section 7(c)(iv)
that would constitute a payment described in Section 280G(b)(2) of the Code,
less (III) the amount of federal income taxes payable with respect to the
foregoing calculated at the maximum marginal income tax rate for each year in
which the foregoing shall be paid to Executive (based upon the rate in effect
for such year as set forth in the Code at the time of termination of Executive's
employment), less


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(IV) the amount of excise taxes imposed with respect to the payments and
benefits described in (I) and (II) above by Section 4999 of the Code. The
foregoing calculations shall be made, at the Company's expense, by a nationally
recognized accounting firm selected by the Company. The determination of such
firm shall be conclusive and binding on all parties.

      (vii)  Following Executive's termination of employment by the Company
without Cause (other than by reason of Executive's death or Disability) or by
Executive's resignation for Good Reason, except as set forth in this Section
7(c), Executive shall have no further rights to any compensation or any other
benefits under this Agreement.

                  d.    Notice of Termination. Any purported termination of
employment by the Company or by Executive (other than due to Executive's death)
shall be communicated by written Notice of Termination to the other party hereto
in accordance with Section 10(g) hereof. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated.

            8.    Nondisclosure of Confidential Information; Non-Competition.
(a) At any time during or after Executive's employment with the Company,
Executive shall not, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation or other entity any Confidential Information (as hereinafter
defined) pertaining to the business of the Company or any of its subsidiaries,
except (i) while employed by the Company, in the business of and for the benefit
of the Company, or (ii) when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the Company, or by any administrative body or legislative body
(including a committee thereof) with jurisdiction to order Executive to divulge,
disclose or make accessible such information. For purposes of this Section 8(a),
"Confidential Information" shall mean information (whether or not in written
form) which relates to Ripplewood Holdings L.L.C., the Company or any of their
respective affiliates, or any of their respective businesses or products
(including, without limitation, their financial data, strategic business plans,
and other proprietary information) or to this Agreement, and which is not known
to the public generally (excluding public knowledge which occurs as a result of
Executive's breach of this covenant or the wrongful acts of others who were
under confidentiality obligations as to the item or items involved), except in
the conduct of the business of the Company, as in existence as of the date of
Executive's termination of employment.

            (b) As Senior Vice President and Chief Financial Officer, Executive
will acquire knowledge of Confidential Information and trade secrets. Executive
acknowledges that the Confidential Information and trade secrets which the
Company has provided and will provide to him could play a significant role were
he to directly or indirectly be engaged in any business in Competition (as
hereinafter defined) with the Company or its subsidiaries. During the period of
his employment hereunder and for one year thereafter, Executive agrees that,
without the prior written consent of the Company, (A) he will not, directly or
indirectly, either as principal, manager, agent, consultant, officer,
stockholder, partner, investor, lender or employee or in any other capacity,
carry on, be engaged in or have any financial interest in (other than an
ownership position of less than 5 percent in any company whose shares are
publicly traded), any business,


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which is in Competition (as hereinafter defined) with the existing business of
the Company or its subsidiaries and (B) he shall not, on his own behalf or on
behalf of any person, firm or company, directly or indirectly, solicit or offer
employment to any person who has been employed by the Company or its
subsidiaries at any time during the 12 months immediately preceding such
solicitation to the extent that Executive would use or inevitably use
Confidential Information or trade secrets or that would otherwise constitute
unfair competition.

            (c) For purposes of this Section 8, a business shall be deemed to be
in "Competition" with the Company or its subsidiaries if it is engaged in or has
taken concrete steps toward engaging in the business of research and
development, designing, manufacturing, marketing, distributing, or servicing or
selling components as used in microwave radios, products and equipment, whether
in existence or in development, relating to microwave communications (including
unlicensed spread spectrum radio, licensed microwave radio, wireless ethernet
bridge, and fixed wireless (e.g., wireless local loop, point-to-point,
point-to-multipoint)), as carried on by the Company or its affiliates as of the
date of Executive's termination of employment, in all cities, counties, states
and countries in which the business of the Company or its affiliates is then
being conducted or its products are being sold.

            (d) The results and proceeds of Executive's services hereunder,
including, without limitation, any works of authorship resulting from
Executive's services during Executive's employment with the Company and/or any
of the Company's affiliates and any works in progress, will be works-made-for
hire and the Company will be deemed the sole owner throughout the universe of
any and all rights of whatsoever nature therein, whether or not now or hereafter
known, existing, contemplated, recognized or developed, with the right to use
the same in perpetuity in any manner the Company determines in its sole
discretion without any further payment to Executive whatsoever. If, for any
reason, any of such results and proceeds will not legally be a work-for-hire
and/or there are any rights which do not accrue to the Company under the
preceding sentence, then Executive hereby irrevocably assigns and agrees to
assign any and all of Executive's right, title and interest thereto, including,
without limitation, any and all copyrights, patents, trade secrets, trademarks
and/or other rights of whatsoever nature therein, whether or not now or
hereafter known, existing, contemplated, recognized or developed, to the
Company, and the Company will have the right to use the same in perpetuity
throughout the universe in any manner the Company determines without any further
payment to Executive whatsoever. Executive will, from time to time as may be
requested by the Company, (i) during the term of Executive's employment without
further consideration, and (ii) thereafter at Executive's then current hourly
rate, do any and all things which the Company may deem useful or desirable to
establish or document the Company's exclusive ownership of any and all rights in
any such results and proceeds, including, without limitation, the execution of
appropriate copyright and/or patent applications or assignments. To the extent
Executive has any rights in the results and proceeds of Executive's services
that cannot be assigned in the manner described above, Executive unconditionally
and irrevocably waives the enforcement of such rights. This subsection is
subject to and will not be deemed to limit, restrict, or constitute any waiver
by the Company of any rights of ownership to which the Company may be entitled
by operation of law by virtue of the Company being Executive's employer. This
Section does not apply to an invention that qualifies as a nonassignable
invention under Section 2870 of the California Labor Code, which applies to any
invention for which no equipment, supplies, facilities or Confidential
Information of the Company or its subsidiaries was used, which does not (i)
relate to the business


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of the Company; (ii) relate to the Company's actual or demonstrable anticipated
research or development or (iii) result from any work performed by Executive for
the Company. This confirms that Executive has been notified of his rights under
Section 2870 of the California Labor Code.

            9.    Specific Performance. Executive and the Company agree that the
covenants in Section 8 are reasonable covenants under the circumstances, and
further agree that if in the opinion of any court of competent jurisdiction such
restraints are not reasonable in any respect, such court shall have the right,
power and authority to excise or modify such provision or provisions of this
covenant as to the court shall appear not reasonable and to enforce the
remainder of the covenant as so amended. Executive agrees that any breach of the
covenants contained in Section 8 would irreparably injure the Company.
Accordingly, Executive agrees the Company's remedies at law for a breach or
threatened breach of any of the provisions of Section 8 would be inadequate and,
in recognition of this fact, Executive agrees that, in the event of such a
breach or threatened breach, the Company may, without posting any bond, in
addition to pursuing any other remedies it may have in law or in equity, cease
making any payments otherwise required by this Agreement and obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available against Executive from any court having jurisdiction over the
matter, restraining any further violation of this Agreement by Executive.

            10.   Miscellaneous.

                  a.    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to conflicts of laws principles thereof.

                  b.    Entire Agreement/Amendments. This Agreement contains the
entire understanding of the parties with respect to the employment of Executive
by the Company. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein. This Agreement may not be
altered, modified, or amended except by written instrument signed by the parties
hereto. This Agreement supersedes all prior agreements and understandings
(including verbal agreements) between Executive and the Company and/or its
affiliates regarding the terms and conditions of Executive's employment with the
Company and/or its affiliates (collectively, the "Prior Agreements").

                  c.    No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party's rights or deprive such party of the right thereafter to
insist upon strict adherence to that term or any other term of this Agreement.

                  d.    Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect or to any degree, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be
affected thereby.


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                  e.    Assignment. This Agreement shall not be assignable by
Executive. This Agreement may be assigned by the Company to a company that is a
successor in interest to substantially all of the business operations of the
Company. Such assignment shall become effective when the Company notifies the
Executive of such assignment or at such later date as may be specified in such
notice. Upon such assignment, the rights and obligations of the Company
hereunder shall become the rights and obligations of such successor company,
provided that any assignee expressly assumes the obligations, rights and
privileges of this Agreement.

                  f.    Successors; Binding Agreement. This Agreement shall
inure to the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributes, devises and legatees.

                  g.    Notice. For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below Agreement, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

      If to the Company:

      Proxim Corporation
      935 Stewart Drive
      Sunnyvale, California  94085
      Attention:  Vice President, Human Resources

       If to Executive:

      To the most recent address of Executive set forth in the personnel records
      of the Company.

                  h.    Withholding Taxes. The Company may withhold from any
amounts payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.

                  i.    Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                            [Signatures on next page]


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<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

Date:  June 28, 2003

                                    PROXIM CORPORATION

                                    By:  /s/ Franco Plastina
                                       ------------------------
                                    Name:  Franco Plastina
                                    Title: President and Chief Executive Officer



                                    EXECUTIVE:
                                    /s/ David L. Thompson
                                    ---------------------------
                                    David L. Thompson


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