Exhibit 10.1

                                    As approved by the Board on July 17, 2001

                       TELAXIS COMMUNICATIONS CORPORATION

                          2001 NONQUALIFIED STOCK PLAN

SECTION 1.  General Purpose of the Plan; Definitions

     The name of the plan is the Telaxis Communications Corporation 2001
Nonqualified Stock Plan (the "Plan"). The purpose of the Plan is to encourage
and enable directors, officers and employees of Telaxis Communications
Corporation, a Massachusetts corporation (the "Company"), and its Subsidiaries
to acquire a proprietary interest in the Company. It is anticipated that
providing such persons with a direct stake in the Company's welfare will assure
a closer identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company. The Company intends that
this purpose will be effected by the granting of Awards (as defined below) under
the Plan.

     The following terms shall be defined as set forth below:

     "Affiliate" means any company in an "affiliated group," as such term is
defined in Section 1504(a) of the Code, which includes the Company.

     "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Non-Statutory Stock Options, Restricted
Stock Awards, Unrestricted Stock Awards and Performance Share Awards.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor code, and related rules, regulations and interpretations.

     "Committee" shall mean the Board or, if appointed by the Board, a committee
of not less than two (2) directors. It is the intention of the Company that the
Plan shall be administered by "non-employee directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, but the
authority and validity of any act taken or not taken by the Committee shall not
be affected if any director administering the Plan is not a non-employee
director.

     "Disability" means disability as set forth in Section 22(e)(3) of the Code.

     "Effective Date" means July 17, 2001.

     "Eligible Person" shall have the meaning set forth in Section 4.

     "Fair Market Value" on any given date means the closing price per share of
the Stock on such date as reported by a nationally recognized stock exchange,
or, if the Stock is not listed on such an exchange, as reported by the Nasdaq
Stock Market, or, if the Stock is not quoted by the Nasdaq Stock Market, the
fair market value of the Stock as determined by the Committee.

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     "Non-Statutory Stock Option" means any stock option that is not an
incentive stock option as defined in Section 422 of the Code.

     "Normal Retirement" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

     "Officer" means an officer as defined in Rule 16a-1(f) of the Securities
Exchange Act of 1934, as amended.

     "Performance Share Award" means an Award granted pursuant to Section 8.

     "Restricted Stock" shall have the meaning set forth in Section 6.

     "Restricted Stock Award" means an Award granted pursuant to Section 6.

     "Stock" means the common stock, $0.01 par value per share, of the Company,
subject to adjustments pursuant to Section 3.

     "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.

     "Subsidiary" means a subsidiary as defined in Section 424 of the Code.

     "Unrestricted Stock Award" means an award granted pursuant to Section 7.

SECTION 2. Administration of Plan; Committee Authority to Select Participants
           and Determine Awards

     (a) Committee. The Plan shall be administered by the Committee. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum, and all actions of the Committee shall
require the affirmative vote of a majority of its members. Any action may be
taken by a written instrument signed by all of the members, and any action so
taken shall be as fully effective as if it had been taken by a vote of a
majority of the members at a meeting duly called and held. Except as
specifically reserved to the Board under the terms of the Plan, the Committee
shall have full and final authority to operate, manage and administer the Plan
on behalf of the Company. Action by the Committee shall require the affirmative
vote of a majority of all members thereof.

     (b) Powers of Committee. The Committee shall have the power and authority
to grant and modify Awards consistent with the terms of the Plan, including the
power and authority:

               (i) to select the persons to whom Awards may from time to time be
          granted;

               (ii) to determine the time or times of grant, and the extent, if
          any, of Non-Statutory Stock Options, Restricted Stock, Unrestricted
          Stock and Performance Shares, or any combination of the foregoing,
          granted to any one or more participants;

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               (iii) to determine the number of shares to be covered by any
          Award;

               (iv) to determine and modify the terms and conditions, including
          restrictions, not inconsistent with the terms of the Plan, of any
          Award, which terms and conditions may differ among individual Awards
          and participants, and to approve the form of written instruments
          evidencing the Awards; provided, however, that no such action shall
          adversely affect rights under any outstanding Award without the
          participant's consent;

               (v) to accelerate the exercisability or vesting of all or any
          portion of any Award;

               (vi) subject to the provisions of Section 5(b), to extend the
          period in which any outstanding Stock Option may be exercised;

               (vii) to determine whether, to what extent, and under what
          circumstances Stock and other amounts payable with respect to an Award
          shall be deferred either automatically or at the election of the
          participant and whether and to what extent the Company shall pay or
          credit amounts equal to interest (at rates determined by the
          Committee) or dividends or deemed dividends on such deferrals;

               (viii) to delegate to other persons the responsibility for
          performing ministerial actions in furtherance of the Plan's purpose;
          and

               (ix) to adopt, alter and repeal such rules, guidelines and
          practices for administration of the Plan and for its own acts and
          proceedings as it shall deem advisable; to interpret the terms and
          provisions of the Plan and any Award (including related written
          instruments); to make all determinations it deems advisable for the
          administration of the Plan; to decide all disputes arising in
          connection with the Plan; and to otherwise supervise the
          administration of the Plan.

     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.

SECTION 3.  Shares Issuable under the Plan; Mergers; Substitution

     (a) Shares Issuable. The maximum number of shares of Stock with respect to
which Awards may be granted under the Plan, subject to adjustment upon changes
in capitalization of the Company as provided in this Section 3, shall be one
million five hundred thousand (1,500,000) shares of Stock. For purposes of this
limitation, if any shares of Stock covered by an Award granted under the Plan,
or to which such an Award relates, are repurchased or forfeited, or if an Award
has expired, terminated or been canceled for any reason whatsoever (other than
by reason of exercise or vesting), then such shares of Stock or the shares of
Stock covered by such Award, as the case may be, shall be added back to the
shares of Stock with respect to which Awards may be granted under the Plan.
Subject to such overall limitation, any type or types of Award may be granted
with respect to shares of Stock. Shares of Stock issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.

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     (b) Limitation on Awards. Notwithstanding anything to the contrary set
forth herein, to the extent necessary for the Plan to qualify as a "broadly
based plan" under the applicable Marketplace Rules of the Nasdaq Stock Market,
Inc. ("Nasdaq"), no more than forty-nine percent (49%) of the Awards granted
hereunder shall be granted to directors and Officers of the Company as measured
on the earlier of the date of the Plan's expiration or the third anniversary of
the Effective Date, and on each anniversary thereafter, unless otherwise
approved by Nasdaq. In addition, to the extent necessary for the Plan to qualify
as a "broadly based plan" under the applicable Marketplace Rules of Nasdaq,
after the third anniversary of the Effective Date, no more than forty-nine
percent (49%) of the Awards granted hereunder during any plan year (each of
which shall commence on an anniversary of the Effective Date) shall be granted
to directors and Officers of the Company, unless otherwise approved by Nasdaq.

     (c) Stock Dividends, Mergers, etc. In the event that the Company effects a
stock dividend, stock split or similar change in capitalization affecting the
Stock, the Committee shall make appropriate adjustments in (i) the number and
kind of shares of stock or securities with respect to which Awards may
thereafter be granted (including without limitation the limitations set forth in
Sections 3(a) and (b) above), (ii) the number and kind of shares remaining
subject to outstanding Awards, and (iii) the option or purchase price in respect
of such shares. In the event of the merger, consolidation, dissolution or
liquidation of the Company, the Committee in its sole discretion may, as to any
outstanding Awards, make such substitution or adjustment in the aggregate number
of shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such Awards as it may determine and as may
be permitted by the terms of such transaction, or accelerate, amend or terminate
such Awards upon such terms and conditions as it shall provide (which, in the
case of the termination of the vested portion of any Award, shall require
payment or other consideration which the Committee deems equitable in the
circumstances).

     (d) Substitute Awards. The Committee may grant Awards under the Plan by
assumption of or in substitution for stock and stock-based awards granted or
issued by another company to its directors, officers, employees, consultants and
other service providers if such persons become Eligible Persons in connection
with an acquisition of that company or any division thereof by the Company,
whether by merger, consolidation, purchase of stock, purchase of assets or
otherwise. The Committee may direct that the substitute awards be granted on
such terms and conditions as the Committee considers appropriate in the
circumstances. Shares which may be delivered under such substitute awards may be
in addition to the maximum number of shares provided for in Section 3(a).

SECTION 4.  Eligibility

     Subject to the limitations set forth in Section 3(b), Awards may be granted
to directors, officers and employees of the Company and its Subsidiaries
("Eligible Persons").

SECTION 5.  Stock Options

     The Committee may grant Stock Options to Eligible Persons pursuant to the
Plan. Any Stock Option granted under the Plan shall be in writing and in such
form as the Committee may

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from time to time approve. Stock Options granted under the Plan shall be
Non-Statutory Stock Options.

     The Committee in its discretion may determine the effective date of Stock
Options. Stock Options granted pursuant to this Section 5 shall be subject to
the following terms and conditions and the terms and conditions of Section 9 and
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable:

     (a) Exercise Price. The exercise price per share for the Stock covered by a
Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant; provided, however, that the exercise price shall
not be less than Fair Market Value on the date of grant.

     (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted.

     (c) Exercisability; Rights of a Stockholder. Stock Options shall become
vested and exercisable at such time or times, whether or not in installments,
and upon such conditions, as shall be determined by the Committee at or after
the grant date. The Committee may at any time accelerate the exercisability of
all or any portion of any Stock Option. An optionee shall have the rights of a
stockholder only as to shares acquired upon the exercise of a Stock Option and
not as to unexercised Stock Options.

     (d) Method of Exercise. Stock Options may be exercised in whole or in part,
by delivering written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods:

          (i) in cash, by certified or bank check or other instrument acceptable
     to the Committee;

          (ii) with the consent of the Committee, in the form of shares of Stock
     owned by the optionee for a period of at least six (6) months and not then
     subject to restrictions. Such surrendered shares shall be valued at Fair
     Market Value on the exercise date;

          (iii) with the consent of the Committee, by the optionee delivering to
     the Company a properly executed exercise notice together with irrevocable
     instructions to a broker to promptly deliver to the Company cash or a check
     payable and acceptable to the Company to pay the purchase price; provided
     that in the event the optionee chooses to pay the purchase price as so
     provided, the optionee and the broker shall comply with such procedures and
     enter into such agreements of indemnity and other agreements as the
     Committee shall prescribe as a condition of such payment procedure. The
     Company need not act upon such exercise notice until the Company receives
     full payment of the exercise price; or

          (iv) by any other means (including, without limitation, by delivery of
     a promissory note of the optionee payable on such terms as are specified by
     the Committee;

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     provided, however, that the interest rate borne by such note shall not be
     less than the lowest applicable federal rate, as defined in Section 1247(d)
     of the Code) which the Committee determines are consistent with the purpose
     of the Plan and with applicable laws and regulations.

     The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or imposed by applicable laws and regulations, as determined by the
Committee in its sole discretion.

     (e) Non-transferability of Stock Options. Except as the Committee may
otherwise provide, no Stock Option shall be transferable other than by will or
by the laws of descent and distribution and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.

     (f) Form of Settlement. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan or in the terms of such Stock Option.

SECTION 6.  Restricted Stock Awards

     (a) Nature of Restricted Stock Award. The Committee in its discretion may
grant Restricted Stock Awards to any Eligible Person, entitling the recipient to
acquire, for a purchase price determined by the Committee (but not less than
Fair Market Value on the date of grant), shares of Stock subject to such
restrictions and conditions as the Committee may determine at the time of grant
("Restricted Stock"), including continued employment and/or achievement of
pre-established performance goals and objectives.

     (b) Acceptance of Award. A participant who is granted a Restricted Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within ten (10) days (or such shorter date as the
Committee may specify) following the delivery of written notice to the
participant of the Award by making payment to the Company of the specified
purchase price of the shares covered by the Award and by executing and
delivering to the Company a written instrument that sets forth the terms and
conditions applicable to the Restricted Stock in such form as the Committee
shall determine.

     (c) Rights as a Stockholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a stockholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase rights described in this
Section 6 and subject to such other conditions contained in the written
instrument evidencing the Restricted Stock Award. Unless the Committee shall
otherwise determine, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares are vested as provided
in Section 6(e) below.

     (d) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the

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event of termination of employment with the Company and its Subsidiaries for any
reason (including death, Disability, Normal Retirement, and voluntary
termination by the participant), the Company shall have the right, at the
discretion of the Committee, to repurchase shares of Restricted Stock with
respect to which conditions have not lapsed at their purchase price from the
participant or the participant's legal representative. The Company must exercise
such right of repurchase within sixty (60) days following such termination of
employment (unless otherwise specified in the written instrument evidencing the
Restricted Stock Award).

     (e) Vesting of Restricted Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company's right of repurchase shall lapse. Subsequent
to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions
have lapsed shall no longer be Restricted Stock and shall be deemed "vested."
Subject to Section 12, the Committee at any time may accelerate such date or
dates and otherwise waive or amend any conditions of the Award.

     (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Restricted Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.

SECTION 7.  Unrestricted Stock Awards

     (a) Grant or Sale of Unrestricted Stock. The Committee in its discretion
may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other
valid consideration.

     (b) Restrictions on Transfers. The right to receive Unrestricted Stock may
not be sold, assigned, transferred, pledged or otherwise encumbered, other than
by will or the laws of descent and distribution.

SECTION 8.  Performance Share Awards

     A Performance Share Award is an award entitling the recipient to acquire
shares of Stock upon the attainment of specified performance goals. The
Committee may make Performance Share Awards independent of or in connection with
the granting of any other Award under the Plan. Performance Share Awards may be
granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, the conditions under which such Award shall
terminate, and all other limitations and conditions applicable to the awarded
Performance Shares.

SECTION 9.  Termination of Stock Options

          (a)  Standard Termination Provisions:

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          (i) Termination by Death. If any participant's employment by or
     services to the Company and its Subsidiaries terminates by reason of death,
     any Stock Option owned by such participant may thereafter be exercised to
     the extent exercisable at the date of death, by the legal representative or
     legatee of the participant, for a period of one (1) year (or such longer
     period as the Committee shall specify at any time) from the date of death,
     or until the expiration of the stated term of the Stock Option, if earlier.

          (ii) Termination by Reason of Disability or Normal Retirement.

               (A) Any Stock Option held by a participant whose employment by or
          service to the Company and its Subsidiaries has terminated by reason
          of Disability may thereafter be exercised, to the extent it was
          exercisable at the time of such termination, for a period of one (1)
          year (or such longer period as the Committee shall specify at any
          time) from the date of such termination, or until the expiration of
          the stated term of the Stock Option, if earlier.

               (B) Any Stock Option held by a participant whose employment by or
          service to the Company and its Subsidiaries has terminated by reason
          of Normal Retirement may thereafter be exercised, to the extent it was
          exercisable at the time of such termination, for a period of one (1)
          year from the date of such termination, or until the expiration of the
          stated term of the Stock Option, if earlier.

               (C) The Committee shall have sole authority and discretion to
          determine whether a participant's employment or services have been
          terminated by reason of Disability or Normal Retirement.

          (iii) Other Termination. Unless otherwise determined by the Committee,
     if a participant's employment by or services to the Company and its
     Subsidiaries terminates for any reason other than death, Disability, or
     Normal Retirement, any Stock Option held by such participant may thereafter
     be exercised, to the extent it was exercisable on the date of such
     termination, for one (1) year from the date of termination, or until the
     expiration of the stated term of the Stock Option, if earlier.

     (b) Committee Discretion. Notwithstanding the foregoing, the Committee may
grant Stock Options under the Plan which contain such terms and conditions with
respect to termination as the Committee, in its discretion, may from time to
time determine.

SECTION 10.  Tax Withholding

     (a) Payment by Participant. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state,
local or other taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

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     (b) Payment in Shares. A participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or (ii) transferring
to the Company shares of Stock owned by the participant for a period of at least
six (6) months and with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the minimum withholding amount due
with respect to such Award.

SECTION 11.  Transfer, Leave of Absence, Etc.

     For purposes of the Plan, a transfer to the employment of the Company from
a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to
another, shall not be deemed a termination of employment. Whether authorized
leave of absence, or absence on military or government service, shall constitute
termination of the employment relationship between the Company and the
participant shall be determined by the Committee at the time thereof.

SECTION 12.  Amendments and Termination

     The Board may at any time amend or discontinue the Plan in any manner
allowed by law and the Committee may at any time, subject to Section 2, amend or
cancel any outstanding Award (or provide substitute Awards) for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding Award without the holder's
consent.

SECTION 13.  Status of Plan

     With respect to the portion of any Award that has not been exercised, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.

SECTION 14.  Lockup Agreement

     The acceptance of any Award under this Plan by the participant or any
subsequent holder shall constitute the agreement of such person that, upon the
request of the Company or the underwriters managing any underwritten offering of
the Company's securities, such person will not, for a period of time (not to
exceed one hundred eighty (180) days) following the effective date of any
registration statement filed by the Company under the Securities Act of 1933, as
amended, sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any shares of Stock received pursuant to such Award,
without the prior written consent of the Company or such underwriters, as the
case may be, and that such person will execute and deliver to the Company or
such underwriters a written agreement to that effect, in such form as the
Company or such underwriters shall designate.

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SECTION 15.  General Provisions

     (a) No Distribution; Compliance with Legal Requirements. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof, in such form as the Committee shall in
its sole discretion deem advisable.

     No shares of Stock shall be issued pursuant to an Award until, in the
opinion of the Committee, all applicable securities laws and other legal and
stock exchange requirements have been satisfied. The Committee may require the
placing of such stop orders and restrictive legends on certificates for Stock
and Awards as it deems appropriate.

     (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

     (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 16.  Effective Date of Plan

     The Plan shall become effective upon its adoption by the Board.

SECTION 17.  Governing Law

     This Plan and each Award under the Plan shall be governed by, and construed
and enforced in accordance with, the substantive laws of the Commonwealth of
Massachusetts without regard to its principles of conflicts of laws.


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