AGREEMENT AND LICENSE

         THIS AGREEMENT AND LICENSE (this  "Agreement") is made and entered into
as of August 25, 2000  between  California  Amplifier,  Inc.  ("Supplier"),  and
Telaxis Communications Corporation ("Telaxis").

                                    RECITALS

         A.  Supplier and Telaxis  previously  entered into a Supply  Agreement,
dated October 14, 1999 (the "Supply Agreement"),  pursuant to which Supplier was
going to manufacture Telaxis' existing broadband wireless transceiver and design
a lower-cost broadband wireless transceiver for Telaxis.

          B. Supplier and Telaxis  desire to terminate  the Supply  Agreement on
     the terms and conditions set forth herein and provide for Telaxis receiving
     rights to certain Supplier property.

         NOW,  THEREFORE,  in consideration of the foregoing  premises and other
good and valuable consideration and in reliance upon the covenants,  limitations
and  agreements  hereinafter  set forth,  the parties  hereto do hereby agree as
follows.

         1.       Termination of Supply Agreement.
                  -------------------------------

                  (a)  The Supply Agreement is hereby terminated.

                  (b)  Each  of  Telaxis  and  Supplier   hereby   releases  and
discharges the other,  and their  respective  affiliates,  directors,  officers,
employees,  agents,  successors and assigns  (collectively,  "Related Persons"),
from any and all claims, demands, causes of action, obligations, agreements, and
liabilities whatsoever,  both at law and in equity, which one party now has, has
ever had or may  hereafter  have  against the other  party or the other  party's
Related  Persons on account of or arising out of the Supply  Agreement.  Each of
Telaxis and Supplier hereby irrevocably  covenants to refrain from,  directly or
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced,  any  proceeding  of any kind against any released  party based
upon any matter purported to be released by this Section 1(b).

         2.       Grant of License; Intellectual Property Issues.
                  ----------------------------------------------

                  (a)  Supplier  hereby  grants  Telaxis  (i)  a  non-exclusive,
irrevocable,  perpetual,  worldwide,   nontransferable,   royalty-free  license,
without  right to  sublicense,  to use and copy the Work  Product (as defined in
Section  3(a)  below)   solely  for  the  purpose  of   designing,   developing,
manufacturing and testing millimeter-wave transceivers and any other products or
devices developed using,  based on or incorporating any of the Work Product that
transmit and/or receive at a frequency in excess of twelve  gigahertz and (ii) a
non-exclusive,  irrevocable,  perpetual, worldwide,  transferable,  royalty-free
license, with right to sublicense,  to develop, design, make, use, import, copy,
modify, license, offer to sell, sell, lease and otherwise distribute the Product
(as defined in Section 3(a) below) and any other  products or devices  developed
using,  based on or incorporating  the Work Product that transmit and/or receive
at a frequency in excess of twelve  gigahertz.  Supplier agrees and acknowledges
that the  foregoing  license  includes  a license  to any

<PAGE>

and all of Supplier's  patents,  know-how,  trade secrets,  and other  technical
information   and   intellectual   property  (in  whatever  form)  contained  or
incorporated into, reflected in or necessary to develop,  manufacture,  test and
sell the Product,  along with any goodwill associated with any Licensed Property
(as  defined  in the  immediately  following  sentence).  All the Work  Product,
intellectual  property  and other  items to which  Telaxis  is granted a license
pursuant  to the  foregoing  provisions  of this  Section  2(a) are  referred to
collectively as the "Licensed Property".  Supplier acknowledges and agrees that,
without limiting the generality of the foregoing, any and all patents, know-how,
trade  secrets,  and  other  technical   information  or  intellectual  property
discovered,  developed  or  designed  by or under the  direction  of Supplier in
connection  with  the  transactions   contemplated  by  the  Supply   Agreement,
including,  without limitation,  the design and development of the Product,  are
included  in the scope of the  foregoing  license  and are part of the  Licensed
Property. As part of the license,  Supplier grants Telaxis the right to commence
proceedings to protect the Licensed  Property,  to enjoin  infringements  of the
Licensed  Property,  and to sue for damages  resulting from  infringement of the
Licensed Property and, if required by law, Supplier agrees, at Telaxis' expense,
to be joined in and to participate in such proceedings. Telaxis shall retain any
damages awarded or settlement amount obtained in connection with litigation paid
for by Telaxis.

                  (b)  Subject  to  Section  2(a)  above,  (i) all  intellectual
property (in  whatever  form) of Telaxis  (including,  without  limitation,  any
intellectual  property of Telaxis  contained or incorporated into the Product or
Work  Product)  shall  remain the  exclusive  property  of Telaxis  and (ii) all
intellectual  property (in whatever form) of Supplier shall remain the exclusive
property  of  Supplier.  Subject to Section  2(a)  above,  neither  Telaxis  nor
Supplier  shall use or distribute  in any manner,  directly or  indirectly,  any
intellectual property of the other. Any intellectual property created by Telaxis
in the course of exercise of its rights  under  Section  2(a) above shall be and
remain  the  exclusive  property  of  Telaxis,  including,  without  limitation,
derivative works based on the Licensed Property.

         3.       Obligations of Supplier.
                  -----------------------

                  (a)  Supplier  has made  substantial  progress  on  designing,
developing,  and testing a lower-cost broadband wireless transceiver to Telaxis'
specifications,  called the "Phase 2 Product" in the Supply Agreement  (referred
to as the "Product" in this  Agreement).  Within twenty (20) business days after
the date of this  Agreement,  Supplier  shall  deliver  to  Telaxis  all work in
process on the Product (including all prototypes) and one paper copy and, to the
extent it  exists,  one  electronic  copy of all  documentation,  work  product,
diagrams, designs, schematics,  drawings,  software,  firmware,  specifications,
test results,  in whatever state of completion  (including,  without limitation,
any Confidential  Information (as defined in Section 3(b) below) of Supplier) in
Supplier's  possession,  custody or control reasonably  necessary for Telaxis to
complete the  development of the Product and to manufacture and test the Product
(collectively, the "Work Product").

                  (b) Within  twenty (20)  business  days after the date of this
Agreement,  Supplier  shall return to Telaxis all documents and other  materials
(and all copies) containing  Confidential  Information of Telaxis and certify in
writing to Telaxis  that  Supplier has complied  with the  requirements  of this
clause. As used in this Agreement,  "Confidential Information"

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<PAGE>

means  information of a party deemed  confidential to that party relating to the
design,  development and supply of its products that was previously disclosed to
the other party.

                  (c) Within  twenty (20)  business  days after the date of this
Agreement,  Supplier shall ship to Telaxis all material,  capital  equipment and
tooling  which  has been  paid for or  rented  by  Telaxis,  including,  without
limitation, approximately $10,000 of inventory and a chiller worth approximately
$18,000 (the payment for which is included in the sum  described in Section 4(a)
below).  Supplier shall ship these materials,  freight collect, using the method
reasonably designated by Telaxis.

         4.       Obligations of Telaxis.
                  ----------------------

                  (a) Within  twenty (20)  business  days after the date of this
Agreement,  Telaxis  shall pay  Supplier the sum of Two Hundred  Fifty  Thousand
Dollars ($250,000.00).

                  (b) Within  twenty (20)  business  days after the date of this
Agreement,  Telaxis shall return to Supplier all  documents and other  materials
(and all copies) containing Confidential  Information of Supplier (except to the
extent such  materials  contain  Confidential  Information  of Supplier to which
Telaxis is granted  rights  under  Section 2(a) above) and certify in writing to
Supplier that Telaxis has complied with the requirements of this clause.

                  (c) Within a reasonable  time (not to exceed thirty (30) days)
after  presentation  of an invoice by Supplier,  Telaxis shall pay all shipping,
handling and insurance  costs  incurred by Supplier in performing  under Section
3(c) above.

         5.       Confidentiality.
                  ---------------

                  (a) The Nondisclosure Agreement, dated as of June 1, 1998, and
all obligations and restrictions under that agreement are hereby terminated.

                  (b) Supplier agrees to keep  confidential  and not disclose to
third parties (i) all  technical  specifications  for the Product,  whether such
specifications  were  provided  to Supplier  by Telaxis or were  established  by
Supplier in connection with development of the Product, (ii) all of the Licensed
Property created or provided,  in whole or in part, by Telaxis,  and (ii) all of
the Licensed Property created or provided by Supplier (except to the extent that
Supplier is required to disclose a portion of such Licensed  Property during the
normal course of its business).

         6.       Miscellaneous.
                  -------------

                  (a) Notices.  All notices and  instructions to be given by any
party to any other party shall be given by the parties  hereto in writing and by
hand  delivery,  with a receipt being  obtained  therefor,  by registered  mail,
return receipt  requested,  or by reputable  overnight  courier at the following
addresses and to the following  persons,  or at such other addresses and persons
as to which the parties hereto may be notified in accordance  herewith from time
to time. If mailed, any such notice shall be deemed to have been given seven (7)
business  days after  mailing in a post office or branch  post office  regularly
maintained by the United States  Government.  If

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<PAGE>

delivered  by personal  delivery,  any such notice  shall be deemed to have been
given on the date personal delivery is effected.  If sent by overnight  courier,
any such notice shall be deemed to have been given three (3) business days after
delivery to the courier.

                           (i)      If to Supplier:

                                    California Amplifier, Inc.
                                    460 Calle San Pablo
                                    Camarillo, California  93012
                                    Attn:  Mr. Kris Kelkar

                           (ii)     If to Telaxis:

                                    Telaxis Communications Corporation
                                    20 Industrial Drive East
                                    South Deerfield, MA  01373
                                    Attn:  Mr. David Renauld

                  (b) Entire  Agreement  and  Modification.  This  Agreement  is
intended by the parties  hereto as a final  expression of their  agreement  with
respect  to the  subject  matter  hereof,  and is  intended  as a  complete  and
exclusive  statement  of the  terms  and  conditions  of  that  agreement.  This
Agreement  supersedes  any and all  prior  and  contemporaneous  agreements  and
understandings,  oral or written,  among the parties with respect to the subject
matter hereof.

                  (c) Amendments.  This Agreement may not be amended,  modified,
rescinded,  terminated  or  waived  orally,  and  no  amendment,   modification,
rescission,  termination or waiver of any of the terms, provisions or conditions
thereof  (including this subsection) shall be valid unless in writing and signed
by all parties.

                  (d) Assigns and  Successors.  This  Agreement  shall apply to,
shall be binding in all  respects  upon,  and shall inure to the benefit of, the
respective successors, assigns and legal representatives of the parties hereto.

                  (e)      Section Headings, Etc.  Section headings contained in
this  Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

                  (f)  Governing  Law;  Arbitration.  This  Agreement  shall  be
construed in  accordance  with and governed by the internal laws of the State of
Delaware.  Any dispute,  controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, shall be settled by
final and binding  arbitration  conducted  pursuant to the Rules of Conciliation
and  Arbitration  of  the  American  Arbitration  Association  (AAA);  provided,
however,  that nothing herein shall be deemed to prohibit any party from seeking
from relevant courts of law immediate  injunctive  relief to prevent or restrain
infringement of valid  intellectual  property rights.  Such arbitration shall be
conducted  in Boston,  Massachusetts  if  commenced  by the  Supplier and in Los
Angeles,  California if commenced by Telaxis. The number of arbitrators shall be
three (3) with each party  appointing one  arbitrator and those two  arbitrators
choosing the

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<PAGE>

third  arbitrator.  If a party  hereto  fails to  appoint  an  arbitrator,  such
arbitrator  shall be  appointed  by the AAA.  If the  arbitrators  chosen by the
parties  (or by the AAA as the case  may be) are  unable  to agree  upon a third
arbitrator,  such third  arbitrator  shall be  appointed by the AAA. A judgement
upon any award rendered in such  arbitration  may be entered in any court having
jurisdiction  over the party against whom the award is made. Prior to commencing
any  arbitration  proceeding,  both  Supplier  and Telaxis  shall use good faith
efforts to resolve the dispute, including at least one physical meeting attended
by personnel from each party with decision-making authority.

                  (g)  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall be deemed to be an original copy of this
Agreement and all of which,  when taken together,  shall be deemed to be but one
and the same Agreement.

                  (h)  Severability.  Any provision of this  Agreement  which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

                  (i) Waiver.  No failure to exercise and no delay in exercising
on the part of either party of any right,  power or privilege shall preclude the
enforcement  of that right,  power or  privilege  or any other  right,  power or
privilege,  nor shall the waiver of any breach of any such  provision  herein be
taken or held to be a waiver of any  subsequent  breach of any such provision or
be a waiver of the provision itself, nor shall any single or partial exercise of
any right,  power or privilege  hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. Any waiver to be
effective must be in writing.

                  (j) Press Release;  Filing. Supplier and Telaxis shall jointly
prepare  and  release  a  press  release   announcing  this  Agreement  and  the
termination of the Supply Agreement,  which shall be acceptable to both parties,
which acceptance will not be unreasonably  withheld.  Supplier acknowledges that
Telaxis  will file a copy of this  Agreement  with the  Securities  and Exchange
Commission.

         IN WITNESS  WHEREOF,  the  undersigned,  intending to be legally  bound
hereby,  have duly executed this  Agreement as of the day and year first written
above.

TELAXIS COMMUNICATIONS              CALIFORNIA AMPLIFIER, INC.
CORPORATION

By:                                 By:
   ---------------------------         -------------------------------
Name:  David L. Renauld             Name:  Kris Kelkar
Title:  Vice President              Title:  Vice President

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