AMENDMENT NO. 2 TO RIGHTS AGREEMENT

         This Amendment No. 2 (this "Amendment"), dated as of March 17, 2003, is
by and between Telaxis Communications Corporation, a Massachusetts corporation
(the "Company"), and Registrar and Transfer Company (the "Rights Agent").

     WHEREAS,  the  Company  and the  Rights  Agent are  parties  to the  Rights
Agreement, dated as of May 18, 2001 (the "Agreement");

     WHEREAS,  the Rights  Agreement  was amended by  Amendment  No. 1 to Rights
Agreement  ("Amendment  No. 1") dated  September 9, 2002 between the Company and
the Rights Agent;

     WHEREAS, capitalized terms used but not otherwise defined in this Amendment
shall have the meaning given them in the Agreement;

     WHEREAS, the Company desires to rescind Amendment No. 1;

     WHEREAS,  the board of  directors  of the  Company  has  approved a certain
Agreement and Plan of Merger (the "Merger Agreement") by and between the Company
and Young Design, Inc., a Virginia  corporation (the "Target"),  at a meeting of
the board of directors  of the Company  held on March 17, 2003 (the  "Meeting"),
pursuant  to  which  a  to-be-formed   Virginia  corporation  and  wholly  owned
subsidiary of the Company ("Merger Sub") will be merged with and into the Target
(the "Merger"),  and the stockholders of the Target will become  stockholders of
the Company;

     WHEREAS,  Concorde Equity,  LLC, a Delaware limited liability company,  and
Michael  F.  Young  (the  "Target  Stockholders")  collectively  own  all of the
outstanding common stock of Target;

     WHEREAS,  upon the  effectiveness of the Merger,  the Target  Stockholders,
collectively and/or individually,  will acquire more than 15% of the outstanding
shares of the Company's  Common  Stock,  par value $0.01 per share (the "Company
Common Stock");

     WHEREAS,  the acquisition of more than 15% of the outstanding shares of the
Company  Common Stock would  result in the  acquiring  entity or entities  being
deemed to be an  "Acquiring  Person"  under the Rights  Agreement,  which  would
trigger certain events pursuant to the terms of the Rights Agreement;

     WHEREAS,  at the Meeting the board of directors  of the Company  determined
that it is in the best  interest  of the  Company to amend the Rights  Agreement
prior to the  Company  entering  into the Merger  Agreement  so that none of the
Target  Stockholders,  Target and Merger Sub will  thereby  become an  Acquiring
Person under the Rights Agreement; and

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     WHEREAS,  pursuant to Section 26 of the Agreement,  this Amendment is being
executed  by the Company  and the Rights  Agent for the purpose of amending  the
Agreement as set forth below.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1. Amendment No. 1 is hereby rescinded and shall have no further force
     and effect.

          2. The first  subparagraph  of Section  1,  definition  of  "Acquiring
     Person,"  is hereby  amended by  addition  thereto of the  following  final
     sentence:

          Notwithstanding  anything to the contrary in this paragraph,  the term
          "Acquiring  Person"  shall  not  include  Merger  Sub (as that term is
          defined in the Merger Agreement (defined below)),  Young Design, Inc.,
          a Virginia  corporation  ("Target"),  Concorde Equity, LLC, a Delaware
          limited  liability  company,  Michael  F.  Young or any  Affiliate  or
          Associate of any of them (collectively,  the "Excluded  Parties"),  if
          and only if, one or more of such  Excluded  Parties,  individually  or
          collectively,  shall become the Beneficial Owner of 15% or more of the
          Common  Shares  of the  Company  then  outstanding  as a result of the
          execution of the Agreement and Plan of Merger (the "Merger Agreement")
          by and between the Company and Target  authorized  and approved by the
          Board of  Directors  of the  Company  at the  meeting  of the Board of
          Directors  held on March 17,  2003,  as it may be amended from time to
          time, or the consummation of the transactions contemplated thereby, or
          any agreements or arrangements  entered into by the Company and any of
          the Excluded Parties in connection therewith.

          3. Except as  specifically  amended by this  Amendment,  the Agreement
     shall remain in full force and effect.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of the date first above written.

                                         TELAXIS COMMUNICATIONS CORPORATION


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

                                         REGISTRAR AND TRANSFER COMPANY


                                         By: /s/ William P. Tatler
                                            ------------------------------------
                                         Name:  William P. Tatler
                                         Title:  Vice President

                [THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS]


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