CERTIFICATE OF INCORPORATION
                                       OF
                               YDI WIRELESS, INC.


            I, the undersigned, for the purposes of incorporating and organizing
a corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:

            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 3,000. All such shares are to be Common Stock,
par value of $.01 per share, and are to be of one class.

            FIFTH. The incorporator of the corporation is David L. Renauld,
whose mailing address is c/o Telaxis Communications Corporation, 20 Industrial
Drive East, South Deerfield, MA 01373.

            SIXTH. 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.

            SEVENTH. 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.

            EIGHTH. 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.


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            NINTH. 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.

            TENTH. The powers of the incorporator are to terminate upon the
filing of this Certificate of Incorporation with the Secretary of State of the
State of Delaware. The names of the persons who are to serve as the initial
directors of the corporation until the first annual meeting of stockholders of
the corporation, or until his or her successor is duly elected and qualified,
are set forth below. The mailing address of each of these persons is 8000 Lee
Highway, Falls Church, VA 22042.

            Carol B. Armitage
            Robert E. Fitzgerald
            Gordon D. Poole
            Daniel A. Saginario
            Michael F. Young

            The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed on this the 5th day of May,
2003.

                                              /s/ David L. Renauld
                                              ----------------------------------
                                              David L. Renauld
                                              Incorporator




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