Exhibit 10.2

                              EMPLOYMENT AGREEMENT


      EMPLOYMENT AGREEMENT (the "Agreement") effective as of December 8, 2005,
by and between Proxim Wireless Corporation, a Delaware corporation (the
"Company") and Geoffrey Smith (the "Executive").

      WHEREAS, the Company considers it essential to its best interests and the
best interests of its stockholders for the Company to employ Executive and
Executive is willing to accept employment on the terms hereinafter set forth in
this Agreement;

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

      1. Term of Employment; Executive Representation.
         --------------------------------------------

         a. Employment Term. Executive's term of employment under this Agreement
            ---------------
shall commence on the date hereof and, subject to the terms hereof, Executive
and the Company agree and acknowledge that Executive's employment with the
Company constitutes "at-will" employment and that this Agreement may be
terminated at any time by the Company or Executive, subject to the terms of
Section 7 of this Agreement.

         b. Executive Representation. Executive hereby represents to the Company
            ------------------------
that the execution and delivery of this Agreement by Executive and the Company
and the performance by Executive of the Executive's duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any statute, law,
regulation, or of any employment agreement or other agreement or policy to which
Executive is a party or otherwise bound.

      2. Position.
         --------

         a. While employed hereunder, Executive shall serve as the Vice
President Research & Development and Product Line Management. In such position,
Executive shall have such duties and authority as shall be determined from time
to time by President and Chief Operating Officer ("COO").

         b. While employed hereunder, Executive will devote Executive's full
business time and best efforts to the performance of Executive's duties
hereunder and will not engage in any other business, profession or occupation
for compensation or otherwise which would conflict with the rendering of such
services either directly or indirectly, without the prior written consent of the
COO.

      3. Base Salary. While employed hereunder, the Company shall pay Executive
         -----------
a base salary (the "Base Salary") at the annual rate of $230,000, payable in
regular installments in accordance with the Company's usual payment practices.
Executive shall be entitled to such increases in Executive's Base Salary, if
any, as may be determined from time to time in the sole discretion of the board
of directors of the Company (the "Board"), as applicable.

<PAGE>

      4. Annual Bonus. With respect to each calendar year while employed
         ------------
hereunder, Executive shall be eligible to earn an annual bonus award (an "Annual
Bonus") pursuant to an annual incentive plan to be established at the discretion
of the Board; provided, however, that Executive's target Annual Bonus
              --------  -------
opportunity shall not be less than 50% of Executive's Base Salary (the "Target
Bonus").

      5. Employee Benefits. The Company shall provide Executive during the term
         -----------------
of his employment hereunder with coverage under all employee pension and welfare
benefit programs, plans and practices in accordance with the terms thereof,
which the Company generally makes available to its senior executives (other than
the Chief Executive Officer). Executive shall be entitled to such number of days
of paid vacation and sick leave as established under the Company's policies as
in effect from time to time, which shall be taken at such times as are
consistent with Executive's responsibilities hereunder. In addition, Executive
shall be entitled to the perquisites and other fringe benefits currently made
available to senior executives of the Company (other than the Chief Executive
Officer), commensurate with Executive's position with the Company.

      6. Business Expenses. Executive is authorized to incur reasonable expenses
         -----------------
in carrying out his duties and responsibilities under this Agreement, including,
without limitation, expenses for travel and similar items related to such duties
and responsibilities. The Company will reimburse Executive for all such expenses
upon presentation by Executive from time to time of appropriately itemized and
approved (consistent with the Company's policy) accounts of such expenditures.

      7. Termination. The Executive's employment hereunder may be terminated by
         -----------
either party at any time and for any reason or no reason; provided that
                                                          --------
Executive will be required to give the Company at least 30 days advance written
notice of any resignation of Executive's employment (unless the Company waives
its right to receive such 30-day notice). Notwithstanding any other provision of
this Agreement, the provisions of this Section 7 shall exclusively govern
Executive's rights upon termination of employment with the Company and its
affiliates.

         a. By the Company For Cause; By the Executive Without Good Reason.
            --------------------------------------------------------------

            (i) The Executive's employment hereunder may be terminated by the
Company for Cause (as defined below) at any time or by Executive without Good
Reason after 30 days prior written notice (unless the Company waives such notice
requirement).

            (ii) For purposes of this Agreement, "Cause" shall mean (i)
Executive's continued failure to properly perform Executive's duties hereunder
(other than as a result of total or partial incapacity due to physical or mental
illness) as reasonably determined by the Chief Executive Officer following
notice by the Company to the Executive of such failure, (ii) dishonesty in the
performance of Executive's duties hereunder, (iii) an act or acts on

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Executive's part constituting (x) a felony under the laws of the United States
or any state thereof or (y) a misdemeanor involving moral turpitude, (iv)
Executive's willful malfeasance or willful misconduct in connection with
Executive's duties hereunder or any act or omission which is materially
injurious to the financial condition or business reputation of the Company or
any of its subsidiaries or affiliates, or (v) Executive's breach of the
provisions of Section 8 of this Agreement.

            (iii) If Executive's employment is terminated by the Company for
Cause or by Executive without Good Reason, Executive shall be entitled to
receive, reduced by any amounts owed to the Company by Executive, the amounts
described in the following clauses (A) through (C) set forth below:

                  (A) the Base Salary through the date of termination;

                  (B) reimbursement for any unreimbursed business expenses
properly incurred by Executive in accordance with Company policy prior to the
date of Executive's termination; and

                  (C) such employee benefits under the employee benefit plans of
the Company which have accrued for services already performed as of the date of
termination of Executive's employment (the amounts described in clauses (A)
through (C) hereof being referred to as the "Accrued Rights").

            (iv) Following such termination of Executive's employment by the
Company for Cause or by Executive without Good Reason, except as set forth in
this Section 7(a), Executive shall have no further rights to any compensation or
any other benefits under this Agreement.

         b. Disability or Death.
            -------------------

            (i) The Executive's employment hereunder shall terminate upon
Executive's death or if Executive becomes physically or mentally incapacitated
and is therefore unable to perform Executive's duties for a period in excess of
one hundred twenty (120) consecutive days or for more than one hundred eighty
(180) days in any consecutive twelve (12) month period (such incapacity is
hereinafter referred to as "Disability"). Any question as to the existence of
the physical or mental incapacitation of Executive as to which Executive or his
representative and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Executive and the
Company. If Executive and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement, and all costs incurred by
Executive and/or the Company that are related to such determination shall be
paid by the party incurring such costs.

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<PAGE>

            (ii) Upon termination of Executive's employment hereunder for either
Disability or death, Executive or Executive's estate (as the case may be) shall
be entitled to receive:

                  (A) the Accrued Rights; and

                  (B) a pro rata portion of any Annual Bonus that the Executive
would have been entitled to receive pursuant to Section 4 hereof in such year
based upon the percentage of the calendar year that shall have elapsed through
the date of Executive's termination of employment, payable when such Annual
Bonus would have otherwise been payable had the Executive's employment not
terminated.

            (iii) Following Executive's termination of employment due to death
or Disability, except as set forth in this Section 7(b), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.

         c. By the Company Without Cause or Resignation by Executive for Good
            -----------------------------------------------------------------
Reason.
------

            (i) The Executive's employment hereunder may be terminated by the
Company without Cause or by Executive's resignation for Good Reason.

            (ii) For purposes of this Agreement, "Good Reason" shall mean:

                  (x) the reduction by the Company of Executive's Base Salary
(other than as a result of a general salary reduction affecting all Company
employees); or

                  (y) any material and adverse reduction in Executive's duties
and responsibilities made without Executive's written consent; or

                  (z) relocation of Executive's principal workplace more than
fifty (50) miles from Executive's principal workplace as of the date hereof made
without Executive's written consent.

In addition, "Good Reason" shall also be deemed to have occurred in the event
the Company fails to obtain from any successor to the Company an agreement to
assume and perform this Agreement, as contemplated by Section 10(e) hereof.
Notwithstanding the foregoing, none of the events described in clauses (x), (y)
or (z) of this Section 7(c)(ii) shall constitute Good Reason unless Executive
                                                             ------
shall have notified the Company in writing describing the events which
constitute Good Reason and then only if the Company shall have failed to cure
such event within thirty (30) days after the Company's receipt of such written
notice.

            (iii) If Executive's employment is terminated by the Company without
Cause (other than by reason of death or Disability) or if Executive resigns for
Good

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<PAGE>

Reason, then upon the execution of an effective general release of claims in a
form satisfactory to the Company, Executive shall be entitled to receive:

                  (A) the Accrued Rights; and

                  (B) subject to Executive's continued compliance with the
provisions of Section 8, (x) continued payment of the Base Salary after the date
of termination for the shorter of (I) the number of full months Executive was
employed by the Company (calculated with reference to Executive's initial date
of employment and the same date of subsequent months) or (II) twelve (12) months
(the "Severance Period"), and (y) payment of the Target Bonus (prorated by
multiplying the Target Bonus by a fraction, the numerator of which shall be the
number of months in the Severance Period and the denominator of which shall be
12) in respect of the year in which such date of termination occurs, payable at
such time as the Annual Bonus would otherwise be payable. Such Target Bonus will
only be paid if the criteria for payment of a Target Bonus under the annual
incentive plan in effect as of the date of termination are met; provided, that
the aggregate amount described in this clause (B) shall be reduced by the
present value of any other cash severance or termination benefits payable to
Executive under any other plans, programs or arrangements of the Company or its
affiliates; and

                  (C) acceleration of that portion, if any, of any outstanding
options to purchase shares of common stock of the Company or Terabeam, Inc.
("Parent") granted to Executive pursuant to the Company's or Parent's stock
plans (the "Options") that is otherwise unexercisable as of the date of
termination, which would have otherwise become exercisable at any time(s) during
the Severance Period, with all Options continuing to be exercisable by Executive
during the full term of the Severance Period (but in any event for no shorter
period than provided for under the terms of the Options); and

                  (D) subject to Executive's continued compliance with the
provisions of Section 8, continued coverage during the Severance Period under
the Company's medical insurance plans in accordance with the terms thereof at
the same cost to Executive as was provided to Executive immediately prior to the
date of termination.

Executive shall not be required to mitigate the amount of any payments or
benefits provided for pursuant to this Section 7(c)(iii) by seeking other
employment.

            (iv) Notwithstanding anything set forth in this Section 7(c) to the
contrary, in the event that, upon or within thirteen (13) months following the
occurrence of a Change of Control, either (x) Executive's employment is
terminated by the Company without Cause (other than by reason of Executive's
death or Disability) or (y) Executive resigns for Good Reason, the payments and
benefits set forth in Section 7(c)(iii) above shall be modified as follows:

                  (A) in lieu of the continued payment of Base Salary and
payment of the Target otherwise payable pursuant to Section 7(c)(iii)(B), the
Base Salary and Target Bonus (without consideration of whether the criteria to
pay such Target Bonus have been

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<PAGE>

met) amounts set forth therein shall be paid in a lump sum no later than ten
(10) business days following the termination of Executive's employment;
provided, however, that such payments shall still be offset by any other cash
severance or termination benefits payable in accordance with any other such
plans, programs or arrangements;

                  (B) in lieu of the acceleration of exercisability of the
Options provided for in Section 7(c)(iii)(C), one hundred percent (100%) of any
portion of the Options that is otherwise unexercisable as of the date of
termination shall become immediately exercisable, and all Options shall continue
to be exercisable by Executive during the full term of the Severance Period; and

                  (C) Executive's right to the Base Salary and the Target Bonus
described in Section 7(c)(iv)(A) (collectively, the "Advanced Payments") and to
any income to be realized (but not necessarily recognized for tax purposes) on
account of the Option acceleration described in Section 7(c)(iv)(B) (the "Option
Spread"), or to retain the Advanced Payments or Option Spread, as the case may
be, is expressly contingent upon Executive's compliance with each and every
provision set forth in Section 8. In the event that Executive engages in conduct
that contravenes the terms of Section 8, the Options described in Section
7(c)(iv)(B) shall immediately terminate (and shall no longer be exercisable) and
Executive shall not be entitled to any of the benefits described in Section
7(c)(iv). In the event that Executive engages in conduct that contravenes the
terms of Section 8 subsequent to the date that he has been paid the Advanced
Payments, or subsequent to the date that he has realized Option Spread, (I) the
Options described in Section 7(c)(iv)(B) shall immediately terminate (and shall
no longer be exercisable), and (II) Executive shall promptly return a portion of
the Advanced Payments and a portion of the Option Spread, as the case may be.
The amount of Advanced Payments and Option Spread to be returned to the Company
shall be determined by multiplying the Advanced Payments and the Option Spread
by the "Return Fraction" (defined in the following sentence). The "Return
Fraction" shall be a fraction having a numerator equal to a number of
consecutive calendar months beginning in the month in which Executive first
engaged in conduct in contravention of the terms of Section 8 and including each
and every month thereafter during which the offending behavior continues through
the end of the one (1) year period following the date Executive ceases to be
employed by the Company and a denominator equal to twelve (12). The required
return of funds described in this Section 7(c)(iv)(C) shall not constitute the
Company's exclusive remedy if Executive engages in conduct that contravenes the
terms of Section 8.

                  (D) Executive shall not be required to mitigate the amount of
any payments or benefits provided for pursuant to this Section 7(c)(iv) by
seeking other employment.

            (v) For purposes of Section 7(c)(iv), a "Change of Control" shall
mean the occurrence of any of the following events:

                  (A) any Person (other than any Person holding securities
representing 10% or more of the combined voting power of the outstanding
securities

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<PAGE>

of Parent on the date hereof, the Company, the Parent, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or
the Parent, or any company owned, directly or indirectly, by the shareholders of
Parent in substantially the same proportions as their ownership of stock of the
Parent), becomes the Beneficial Owner, directly or indirectly, of securities of
the Parent representing 50% or more of the combined voting power of the Parent's
then-outstanding securities;

                  (B) during any period of twenty-four consecutive months (not
including any period prior to the date hereof), individuals who at the beginning
of such period constitute the board of directors of the Parent, and any new
director (other than (I) a director nominated by a Person who has entered into
an agreement with the Parent to effect a transaction described in Sections
7(c)(v)(A), (C), or (D) hereof or (II) a director nominated by any Person
(including the Parent) who publicly announces an intention to take or to
consider taking actions (including, but not limited to, an actual or threatened
proxy contest) which if consummated would constitute a Change of Control) whose
election by the board of directors of the Parent or nomination by the board of
directors of the Parent for election by the Parent's shareholders was approved
by a vote of at least two-thirds (2/3rd) of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;

                  (C) the consummation of any transaction or series of
transactions under which the Parent is merged or consolidated with any other
company, other than a merger or consolidation which would result in the
shareholders of the Parent immediately prior thereto continuing to own (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) more than 50% of the combined voting power of
the voting securities of the Parent or such surviving entity (or its parent)
outstanding immediately after such merger or consolidation; or

                  (D) the complete liquidation of the Parent or the sale or
disposition by the Parent of all or substantially all of the Parent's assets,
other than a liquidation of the Parent into a wholly-owned subsidiary.

For purposes of this Section 7(c)(v), the terms "Person" and "Beneficial Owner"
shall each have the same meaning as such terms are defined in Section 13(d) and
Rule 13d-3, respectively, of the Securities Exchange Act of 1934, as amended, or
any successor thereto, and the term "Affiliate" shall mean any entity directly
or indirectly controlling, controlled by, or under common control with, the
Parent or any other entity designated by the board of directors of the Parent in
which the Parent has an interest.

            (vi) If all or any portion of the payments or benefits provided
under Section 7(c)(iv), either alone or together with other payments and
benefits which Executive receives or is then entitled to receive from the
Company, would constitute a payment described in Section 280G(b)(2) (or its
successors) of the Internal Revenue Code, as amended from time to time (the
"Code"), such payments and benefits provided to Executive thereunder

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<PAGE>

shall be reduced to the extent necessary so that no portion thereof shall be
subject to the excise tax imposed by Section 4999 of the Code; but only if, by
reason of such reduction, the net after-tax benefit to Executive with respect to
such payments and benefits shall exceed such net after-tax benefit if no such
reduction were made. For purposes of Section 7(c)(iv), "net after-tax benefit"
shall mean the sum of (I) the total amounts payable to Executive hereunder, plus
(II) all other payments and benefits which the Executive receives or is entitled
to receive from the Company as a result of any such termination of employment
set forth in Section 7(c)(iv) that would constitute a payment described in
Section 280G(b)(2) of the Code, less (III) the amount of federal income taxes
payable with respect to the foregoing calculated at the maximum marginal income
tax rate for each year in which the foregoing shall be paid to Executive (based
upon the rate in effect for such year as set forth in the Code at the time of
termination of Executive's employment), less (IV) the amount of excise taxes
imposed with respect to the payments and benefits described in (I) and (II)
above by Section 4999 of the Code. The foregoing calculations shall be made, at
the Company's expense, by a nationally recognized accounting firm selected by
the Company. The determination of such firm shall be conclusive and binding on
all parties.

            (vii) Following Executive's termination of employment by the Company
without Cause (other than by reason of Executive's death or Disability) or by
Executive's resignation for Good Reason, except as set forth in this Section
7(c), Executive shall have no further rights to any compensation or any other
benefits under this Agreement.

                           d. Notice of Termination. Any purported termination
of employment by the Company
or by Executive (other than due to Executive's death) shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Section 10(g) hereof. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of employment under
the provision so indicated.

      8. Nondisclosure of Confidential Information; Non-Competition.
         ----------------------------------------------------------

         (a) At any time during or after Executive's employment with the
Company, Executive shall not, without the prior written consent of the Company,
use, divulge, disclose or make accessible to any other person, firm,
partnership, corporation or other entity any Confidential Information (as
hereinafter defined) pertaining to the business of the Company or any of its
affiliates or subsidiaries, except (i) while employed by the Company, in the
business of and for the benefit of the Company, or (ii) when required to do so
by a court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company, or by any administrative
body or legislative body (including a committee thereof) with jurisdiction to
order Executive to divulge, disclose or make accessible such information. For
purposes of this Section 8(a), "Confidential Information" shall mean information
(whether or not in written form) which relates to the Company or any of its
affiliates, or any of its businesses or products (including, without limitation,
its financial data, strategic business plans, and other proprietary information)
or to this Agreement, and which is not known to the public generally (excluding
public knowledge which occurs as a result of Executive's breach of this covenant
or

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the wrongful acts of others who were under confidentiality obligations as to the
item or items involved), except in the conduct of the business of the Company,
as in existence as of the date of Executive's termination of employment.

         (b) As Vice President Research & Development and Product Line
Management, Executive will acquire knowledge of Confidential Information and
trade secrets. Executive acknowledges that the Confidential Information and
trade secrets which the Company has provided and will provide to him could play
a significant role were he to directly or indirectly be engaged in any business
in Competition (as hereinafter defined) with the Company or its subsidiaries.
During the period of his employment hereunder and for one year thereafter,
Executive agrees that, without the prior written consent of the Company, (A) he
will not, directly or indirectly, either as principal, manager, agent,
consultant, officer, stockholder, partner, investor, lender or employee or in
any other capacity, carry on, be engaged in or have any financial interest in
(other than an ownership position of less than 5 percent in any company whose
shares are publicly traded) any business which is in Competition (as hereinafter
defined) with the business of the Company or its affiliates or subsidiaries as
the business was conducted at any time during Executive's employment and (B) he
shall not, on his own behalf or on behalf of any person, firm or company,
directly or indirectly, solicit or offer employment to any person who has been
employed by the Company or its affiliates or subsidiaries at any time during the
12 months immediately preceding such solicitation.

         (c) For purposes of this Section 8, a business shall be deemed to be in
"Competition" with the Company or its affiliates or subsidiaries if it is
engaged in or has taken concrete steps toward engaging in the business of
research and development, designing, manufacturing, marketing, distributing, or
servicing or selling microwave or millimeter wave systems, radios, products and
equipment (or components of any of the foregoing), whether in existence or in
development, relating to microwave or millimeter wave communications (including
unlicensed spread spectrum radio, licensed radio, wireless ethernet bridge, and
fixed, portable, and mobile wireless (e.g., Wi-Fi, WiMax, wireless local loop,
mesh, point-to-point, point-to-multipoint)), as carried on by the Company or its
affiliates at any time during Executive's employment, in all cities, counties,
states and countries in which the business of the Company or its affiliates is
then being conducted or its products are being offered, sold, used, serviced, or
maintained.

         (d) The results and proceeds of Executive's services hereunder,
including, without limitation, any works of authorship resulting from
Executive's services during Executive's employment with the Company and/or any
of the Company's affiliates and any works in progress, will be works-made-for
hire and the Company will be deemed the sole owner throughout the universe of
any and all rights of whatsoever nature therein, whether or not now or hereafter
known, existing, contemplated, recognized or developed, with the right to use
the same in perpetuity in any manner the Company determines in its sole
discretion without any further payment to Executive whatsoever. If, for any
reason, any of such results and proceeds will not legally be a work-for-hire
and/or there are any rights which do not accrue to the Company under the
preceding sentence, then Executive hereby irrevocably assigns and agrees to
assign any and all of Executive's right, title and interest thereto, including,
without limitation, any and all

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copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever
nature therein, whether or not now or hereafter known, existing, contemplated,
recognized or developed, to the Company, and the Company will have the right to
use the same in perpetuity throughout the universe in any manner the Company
determines without any further payment to Executive whatsoever. Executive will,
from time to time as may be requested by the Company, (i) during the term of
Executive's employment without further consideration, and (ii) thereafter at
Executive's then current hourly rate, do any and all things which the Company
may deem useful or desirable to establish or document the Company's exclusive
ownership of any and all rights in any such results and proceeds, including,
without limitation, the execution of appropriate copyright and/or patent
applications or assignments. To the extent Executive has any rights in the
results and proceeds of Executive's services that cannot be assigned in the
manner described above, Executive unconditionally and irrevocably waives the
enforcement of such rights. This subsection is subject to and will not be deemed
to limit, restrict, or constitute any waiver by the Company of any rights of
ownership to which the Company may be entitled by operation of law by virtue of
the Company being Executive's employer. This Section does not apply to an
invention that qualifies as a nonassignable invention under Section 2870 of the
California Labor Code, which applies to any invention for which no equipment,
supplies, facilities or Confidential Information of the Company or its
affiliates or subsidiaries was used, which does not (i) relate to the business
of the Company or its affiliates; (ii) relate to the Company's actual or
demonstrable anticipated research or development or (iii) result from any work
performed by Executive for the Company. This confirms that Executive has been
notified of his rights under Section 2870 of the California Labor Code.

      9. Specific Performance. Executive and the Company agree that the
         --------------------
covenants in Section 8 are reasonable covenants under the circumstances, and
further agree that if in the opinion of any court of competent jurisdiction such
restraints are not reasonable in any respect, such court shall have the right,
power and authority to excise or modify such provision or provisions of this
covenant as to the court shall appear not reasonable and to enforce the
remainder of the covenant as so amended. Executive agrees that any breach of the
covenants contained in Section 8 would irreparably injure the Company.
Accordingly, Executive agrees the Company's remedies at law for a breach or
threatened breach of any of the provisions of Section 8 would be inadequate and,
in recognition of this fact, Executive agrees that, in the event of such a
breach or threatened breach, the Company may, without posting any bond, in
addition to pursuing any other remedies it may have in law or in equity, cease
making any payments otherwise required by this Agreement and obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available against Executive from any court having jurisdiction over the
matter, restraining any threatened or further violation of this Agreement by
Executive.

      10. Miscellaneous.
          -------------

          a. Governing Law. This Agreement shall be governed by and construed in
             -------------
accordance with the laws of the State of California, without regard to conflicts
of laws principles thereof.

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<PAGE>

          b. Entire Agreement/Amendments. This Agreement contains the entire
             ---------------------------
understanding of the parties with respect to the employment of Executive by the
Company. There are no restrictions, agreements, promises, warranties, covenants
or undertakings between the parties with respect to the subject matter herein
other than those expressly set forth herein. This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.
This Agreement supersedes all prior agreements and understandings (including
verbal agreements) between Executive and the Company and/or its affiliates
regarding the terms and conditions of Executive's employment with the Company
and/or its affiliates.

          c. No Waiver. The failure of a party to insist upon strict adherence
             ---------
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.

          d. Severability. In the event that any one or more of the provisions
             ------------
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect or to any degree, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.

          e. Assignment. This Agreement shall not be assignable by Executive.
             ----------
This Agreement may be assigned by the Company to a company that is a successor
in interest to substantially all of the business operations of the Company. Such
assignment shall become effective when the Company notifies the Executive of
such assignment or at such later date as may be specified in such notice. Upon
such assignment, the rights and obligations of the Company hereunder shall
become solely the rights and obligations of such successor company, provided
                                                                    --------
that any assignee expressly assumes the obligations, rights and privileges of
this Agreement.

          f. Successors; Binding Agreement. This Agreement shall inure to the
             -----------------------------
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and legatees.

          g. Notice. For the purpose of this Agreement, notices and all other
             ------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

         If to the Company:
         Proxim Wireless Corporation
         2115 O'Nel Drive
         San Jose, CA  95131
         Attention:  Chief Executive Officer

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<PAGE>

         with a copy to:
         Proxim Wireless Corporation
         881 North King Street, Suite 100
         Northampton, MA  01060
         Attention:  David L. Renauld

          If to Executive:

      To the most recent address of Executive set forth in the personnel records
      of the Company.

          h. Withholding Taxes. The Company may withhold from any amounts
             -----------------
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.

          i. Counterparts. This Agreement may be signed in counterparts, each of
             ------------
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. A facsimile or copy of a signature is
valid as an original.

                            [Signatures on next page]



                                       12
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.


                                                 PROXIM WIRELESS CORPORATION



                                                 By:  /s/ Robert E. Fitzgerald
                                                      ------------------------
                                                 Name:  Robert E. Fitzgerald
                                                 Title:  Chief Executive Officer



                                                 EXECUTIVE:



                                                 /s/ Geoffrey Smith
                                                 ------------------
                                                 Geoffrey Smith

                                                 340 Century Circle
                                                 ------------------
                                                 Danville, CA  94526
                                                 -------------------

                                                 Address of Executive


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