CERTIFICATE OF MERGER

                                       OF

                       TELAXIS COMMUNICATIONS CORPORATION

                                  WITH AND INTO

                               YDI WIRELESS, INC.

                        (Under Section 252 of the General
                    Corporation Law of the State of Delaware)


      YDI Wireless, Inc., a Delaware corporation, hereby certifies that:

       1.   The name and state of incorporation of each of the constituent
corporations is as follows:

            (a)   Telaxis Communications Corporation, a Massachusetts
corporation ("Telaxis"); and

            (b)   YDI Wireless, Inc., a Delaware corporation ("YDI").

      2.    The Agreement and Plan of Merger and Reincorporation (the "Agreement
and Plan of Merger"), dated as of June 23, 2003, between Telaxis and YDI has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 252 (and with respect to
YDI, Section 228) of the General Corporation Law of the State of Delaware.

      3.    The name of the surviving corporation is YDI Wireless, Inc. (the
"Surviving Corporation").

      4.    The Certificate of Incorporation of YDI Wireless, Inc. as in effect
immediately prior to the merger shall be amended to read in its entirety as set
forth in Annex 1 hereto and, as so amended, shall be the Certificate of
Incorporation of the Surviving Corporation.

      5.    The executed Agreement and Plan of Merger is on file at the place of
business of the Surviving Corporation at 20 Industrial Drive East, South
Deerfield, Massachusetts 01373.

      6.    A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.


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      7.    The total number of shares of capital stock that Telaxis is
authorized to issue is 126,580,000 shares, divided into the following classes:

            100,000,000 shares of common stock, par value $0.01 per share,

            26,580,000 shares of preferred stock, par value $0.01 per share.

      8.    This certificate of merger and the merger provided for herein shall
become effective at 7:00 p.m., eastern time, on July 9, 2003.




<PAGE>


      IN WITNESS WHEREOF, YDI has caused this certificate to be signed as of the
3rd day of July, 2003.


                                       YDI WIRELESS, INC.



                                       By: /s/ David L. Renauld
                                           -------------------------------------
                                           David L. Renauld
                                           Vice President


<PAGE>


                                     ANNEX 1
                                     -------


                          CERTIFICATE OF INCORPORATION
                                       OF
                               YDI WIRELESS, INC.


            FIRST. The name of the corporation is YDI Wireless, Inc.

            SECOND. The address of the corporation's registered office in the
State of Delaware is One Rodney Square, 10th Floor, Tenth and King Streets, in
the City of Wilmington, County of New Castle, 19801. The name of its registered
agent at such address is RL&F Service Corp.

            THIRD. The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

            FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is one hundred four million five hundred thousand
(104,500,000), consisting of four million five hundred thousand (4,500,000)
shares of Preferred Stock, par value $.01 per share (hereinafter referred to as
"Preferred Stock"), and one hundred million (100,000,000) shares of Common
Stock, par value $.01 per share (hereinafter referred to as "Common Stock").

            The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in one or more series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (hereinafter referred to
as "Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:

            (a)   The designation of the series, which may be by distinguishing
number, letter or title.

            (b)   The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Preferred Stock
Designation) increase or decrease (but not below the number of shares thereof
then outstanding).


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            (c)   The amounts payable on, and the preferences, if any, of shares
of the series in respect of dividends, and whether such dividends, if any, shall
be cumulative or noncumulative.

            (d)   Dates at which dividends, if any, shall be payable.

            (e)   The redemption rights and price or prices, if any, for shares
of the series.

            (f)   The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series.

            (g)   The amounts payable on, and the preferences, if any, of shares
of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation.

            (h)   Whether the shares of the series shall be convertible into or
exchangeable for shares of any other class or series, or any other security, of
the corporation or any other corporation, and, if so, the specification of such
other class or series or such other security, the conversion or exchange price
or prices or rate or rates, any adjustments thereof, the date or dates at which
such shares shall be convertible or exchangeable and all other terms and
conditions upon which such conversion or exchange may be made.

            (i)   Restrictions on the issuance of shares of the same series or
of any other class or series.

            (j)   The voting rights, if any, of the holders of shares of the
series.

      The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Except as may otherwise be provided in this
Certificate of Incorporation, in a Preferred Stock Designation or by applicable
law, the holders of shares of Common Stock shall be entitled to one vote for
each such share upon all questions presented to the stockholders, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes, and holders of Preferred Stock shall not be entitled to
vote at or receive notice of any meeting of stockholders.

      The corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the corporation shall have
notice thereof, except as expressly provided by applicable law.

      FIFTH. Unless and except to the extent that the by-laws of the corporation
shall so require, the election of directors of the corporation need not be by
written ballot.


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      SIXTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the corporation is
expressly authorized to make, alter and repeal the by-laws of the corporation.

      SEVENTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.

      EIGHTH. The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of any nature conferred upon stockholders, directors or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this article.



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